Echoes of the Howl
by Arkenn
Summary: These are chapters of 'Howling at the Moon' which were ultimately scrapped. Any ones which I replace or wholly remove will be put in here for posterity. In case the chapter naming is weird, each bunch is a 'version' of written events. First chunk: First Gen. Second Chunk: Second Gen.
1. OLD (NON-CANON) CHAPTER 14

**AN: **:D

"I don't need to be here for this."

"You _don't_, but you're tagging along anyways."

"You _asked_ me, and you doing this alone is insanity."

"Hey, give the pup a chance. Everyone else has and we all have our necks."

"I'm sorry I don't run into the forest every other morning for a quick marathon."

Heiress and Brawler walked along one of the main paths to the cliff side. Weiss had been complaining at an interval about the fact she supposedly had to come along with Yang for this. It had been weeks since she had last seen hide/armor or tail of the grimm and everyone else was talking about it. Even Blake who had been the voice of good reason was now being _friendly with it!_ Weiss as the only one left with their head on straight, so she had to watch Yang and make sure nothing happened.

Which was the carefully crafted, shoddily-founded excuse she had made for herself and spoken aloud when the blonde asked if Weiss wanted to watch a sparring match. Between whom? Who else? The meathead and the beowolf. Hardly the most surprising thing to hear, but still concerning.

But she wasn't there to see the grimm, see what everyone seemed to be enamoured about. Well, maybe. She just might have a small amount of curiosity to see what everyone else enjoyed but she had been left out of. It was more embarrassing because they didn't actually talk about it that much, it was just a contrast to how the team was always up to date on everything together. She was being left behind a bit and she would _not stand for that._

The pair came to a stop in the glade which was the location of Pyrrha's duel with the wolf. Weiss didn't know that, but did see the scraped trees and few gouges in the soil that still remained after a month's worth of wind and some rain. The chips off of the trees were from a sword or bullet, she could see that from the thin marks that edged through the bark of a tree a few feet to her right.

"Now what?" She asked, looking to Yang who just had a grin on her face.

"It's around. It always comes and finds us when we're around here. Anywhere from the edge of the path to the cliff is its roaming grounds." Yang looked left and right through the trees, seeing no motion. It was fairly flat here, and the lack of underbrush meant that someone could see for quite a while through the filter of bark and branch. "Hmm… So it's gotta be…"

Turning she looked to Yang and her smile twitched. She could see the grimm standing a few paces behind them silently, not even breathing. She didn't want to _look_ at it lest Weiss notice and check herself. Being surprised by the silent beowolf would be funny for Yang but probably continue to fuel her childish contempt. She knew it wasn't serious, but sometimes the heiress complained even when she wasn't really angry, and that could get tiring.

But… Was it worth it?

"It's behind me right?" Weiss said in a dry tone. Not sarcastic, just patient in a kind of patronizing way. Yang just shrugged and nodded. "You could have said that I'm not that afraid of a-"

She turned and saw that the Grimm was _just a little bit closer_ than she had been expecting. She looked up to its full height and blinked twice before awkwardly waving. To her surprise the grimm waved back, if slowly. She knew that it did that, she had heard as much from Blake, but it was still odd to see in the flesh. Or carapace. Whatever the grimm had.

"Sneaking up on us?" Yang teased as she walked up and poked it in the chest. "You usually stand in front of us, what's with coming on from behind?"

Her tone was dramatic, Weiss noted, more Ruby-ish that normal. The teasing tone was more like she was speaking to a child, the statement more sobering, the question had more of a rising intonation. And she moved her right hand a lot. She wasn't looking for an answer either, because she stepped away once the grimm huffed.

"What was that?" Weiss asked, brow raised.

"Hm? It's how you talk to it when you think it won't understand." Yang explained as she unzipped the pouch she kept on her hip. "It understands emotions well, it is a grimm after all. It knows when you ask a question, it knows when you're joking. Sometimes it makes a noise to say it understands, other times it just stares at you."

"Ah." Made sense. A grimm was able to sense humans by their emotions, but she hadn't known that a beowolf could detect positive emotions as well like… Joviality. "So, like a big dog?"

Yang just shrugged and pulled out her collapsed duffel bag, the bribe for this. She was pretty sure that the grimm would have been willing to spar for a chance to watch Ember Celica in action. That's how Ruby had managed to befriend it in the first place. This was more of a goodwill thing. The grimm had things to carry and now would have something to carry those things in. It had taken a few days but she had found a similar one at a reasonable price. The grimm could have her old one, it was the more robust of the two anyways.

She untied the straps which kept it collapsed and the high-density foam began to suck air in to give it back its shape. As it returned to a much less wrinkly form she pointed down to the bag. "Duffel Bag." She then pointed to the beowolf. "Yours."

The grimm nodded slightly.

"But." The word was still functionally similar to the wolf as 'wait', 'no', and stop but some of the nuance was there thanks to a lesson from Black the day before. "We fight first."

"You're still sure about this?"

"Absolutely."

The beowolf tilted its head slightly before stepping forward and picking up the bag. It placed it over its shoulders again for a secure fit. It shifted the strap a few times before Weiss stepped forward and secured it by tightening it. She had for force herself to do so, but she wasn't going to be obstinate.

Yang was surprised. Suspicious, but surprised.

The beowolf rolled its shoulders before walking over to a tree and scaling it slowly, then very quickly before turning around and hugging it upside-down. Apparently pleased with the result it fell back to the ground and pulled the strap back off and set it aside.

"So we have a deal?" Yang asked, her gauntlets shifting into combat form, the bracelet expanding to allow the shotgun shells to load. The clicking and sound of shifting metal immediately caught the attention of the wolf, and the beast shifted forward to take a look. Glancing from the weapon to the warrior it grumbled its agreement. "Alright, get ready."

Weiss moved out of the way, standing thirty feet away from Yang while the wolf walked some distance to a clearer area in the glade. Once in a position it liked it turned to face yang and stood on all fours while being rocked slightly back so it could pounce or lunge in any direction. Yang took note of that before stepping forward into her own boxing posture.

They stared at each other for a moment, Yang's eyes on the grimm's upper body, the Grimm's eyes on Yang's wrists. It was a long time for Weiss, who was a bit nervous.

Eventually Yang dashed forward swiftly crossing the distance. Just to warm up she jabbed at the beowolf's chest. The wolf read the strike and ducked back a bit in order to avoid the strike, though it couldn't out-distance Yang very quickly thanks to her initial speed. She followed up with a low to high strike aimed at the side which was interrupted by a change of angle. Instead of continuing to step ahead of the woman it moved to the left to break some of Yang's velocity.

The woman turned swiftly and was about to continue to press when the grimm dug it's feet and claws into the soil and pushed forward at a much higher velocity. She moved left to dodge as the grimm had but the beast's much larger armspan meant that she had to raise her arms to block against the open-palmed slam had aimed for her chest.

The force pushed her back through the air and made her perform a flip close to the ground in order to reorient herself. Digging a hand into the ground as she crouched she was able to regain her footing, glancing up to see where the beowolf was. It was stalking forward, slowed slightly now, and holding its paws slightly low. On two feet it was slightly off-balance thanks to the length of its upper body but it was standing with a strong stance.

_Isn't that Velvet's posture?_ Yang thought as she stood and hopped from foot to foot to loosen up. _It's been researching the upperclassmen, huh._

She still had the element of surprise. She was small, but she had a significant punch. She just needed to land one and the grimm would be in for some pain.

Unbeknownst to her, the beowolf had seen her punch a car through a series of grimm, and was anything but unaware of the fact that despite the fact she seemed to be the slowest of the bunch she had the most force behind her strikes. That's why it was sure it had a way of making her use her weapon since she was avoiding doing so. A typical show of strength.

Yang dove forward again and avoided taking so long strides in her sprint, now taking shorter ones at the same speed to allow her more control of her motion instead of having to rely on luck in between each footstep. As she approached she took an impressively hard right and left, changing rotational direction mid-motion before the back of her hand soared on a collision course with the grimm's neck. It was a speedy motion, one which surprised the beowolf in how smoothly it had been executed given the necessary finesse.

It made no effort to block.

Yang's wrist stung as physics took place. She winced and kicked off the wolf's chest, making use of the animal's stagger to relocate for another attack. She was second most surprised of the people present when she felt a grip tighten around her shoulder and jar her, holding her in place like a vice. Not enough to injure, just enough to make someone curse under their breath, which she did.

The most surprised of the people present was Weiss. She had watched the opening exchange nervously but after seeing the beast mostly just dodge most the attacks was mollified. It looked like her team's trust in it wasn't misplaced, something which was obvious by the fact it hadn't tried to kick Yang when she was down after the first attack. The brutality that she had just seen, though, was almost impressive. Brutal because it was demoralizing.

She saw the backhand strike and had felt bad for the grimm which was on the receiving end. Her feelings were misplaced though as even though the strike landed square on its neck it looked unfazed. True, the beasts were not well understood so maybe they didn't require air, something which made a throat strike so lethal but… It had stood like a monolith. When the hand impacted its neck it should have by all rights been tossed back but it leaned into the attack at the last moment forcing it to slide slightly backwards as the torn earth absorbed most the shock.

_That's the same force that would send a car flying. How heavy is that thing? How could it be that heavy?_ It crawled around the roof at night so it couldn't weigh more than a truck. It would make too much noise, or even cave a part of the roof in. _That's not evolution._

And it wasn't, the force dispersal and reaction after wards to grab her wasn't an evolutionary growth, it was a learned reaction. A death stalker was one of the few grimm which had a tendency to attack its own kind, and many hid within the networks of caves which were plentiful outside the kingdom of vale. The wolf and some of its own kind had wintered in those systems and more than once a deathstalker of incredible age had tried to drive them out. The oldest of all of them the Wolf was tasked with dealing with them. Something which required endurance, defensive traits, and most of all an ability to prevent oneself from being tossed into a chasm by immense force.

The empty air was of course more dangerous than hostile earth for a beowolf.

Holding Yang up with an arm for a moment the grimm huffed.

"Nah, I'm good. Give me a moment." Yang said as the wolf put her down. She took a breath and stretched out her wrist and shoulders. Taking a few seconds to get some deep breaths in she clapped her hands together. "Alright pup, let's see how you deal with fire."

Flicking her wrists her gauntlets came to life, loading up her shotgun shells into their active position. She raised her hands into position again, the grimm raised its hands in a catching position again. Yang smiled as a spark lit in her eyes before flame rocketed along her arms, lighting up her hair in a yellow and orange dance. Her smile turned into a smirk as she lowered her hands down slightly towards the beowolf… Slowly… Slowly…

_Kt-chick_

That sound was the only warning before two shells were spat out of her gauntlet and collided with the beast's shoulders at high speed knocking it back for a moment at the surprise. It hadn't been expecting the explosion, or the _heat_-

Through the heated haze the flaming outline of Yang was only an afterimage before her fist collided with a hand the grimm had managed to place in the way by sheer fluke. The force was still startling and the wolf had to change stance in order to prevent itself from falling flat on its back. Another punch followed shortly after that made it growl deeply in annoyance. It ducked low to avoid that one only to get another blast of head colliding with its face. During that moment of distraction Yang landed on the ground and delivered an uppercut under the curve of the grimm's chest.

This strike definitely had an effect, lifting the grim off the ground and forced it a fair distance into the air. It recovered again, shaken but unharmed as more shots split the smoke which had formed. It saw them this time and blocked them both with an armored forearm which stung but was less distracting. Through the smoke a white outline of the woman's hair was visible, the shadow where the head would be pointing towards the grimm's location in the air. It almost had a cocky tilt to it, and when the beast landed its growl was easily audible through the trees.

Yang stepped through the smoke with a cocky smirk on her lips. "What?" She drawled, placing her hands on her hips while her hair burned white. "Gonna drop out so soon?"

The beast made a sound like a scoff before rolling its paws. The arrogance of the human was astounding. Pride welled up in the beast as it dropped on all fours again and growled a taunt, which only made Yang grin wider.

"Ready pup?" She asked, teasing. "Here… I…" She aimed her gauntlets slightly behind her. The dual firing of them drowned out the rest of her words as she sped towards the wolf at a higher speed than she normally sprinted at. The grimm ignored that, preferring to focus on what the woman was going to do. The same mistake she was going to make.

Four shots as opposed to the now-usual two rocketed ahead of her which the grimm ignored, allowing them to collide with its front without defense. They hurt, but more importantly created a fog of smoke right in front of it. It watched for the sight of her hair through the smog intently knowing that there would only be a short period of time to make a counter-play. Two more shots pierced the fog ahead of her and then…

A head of hair…

Yang felt like most of her organs had kept on going when she suddenly found herself stopped and choking on her own smoke. She was sore all over her chest and down into her legs with something gripping her around the chest. _Did I just black out?_

No, she hadn't, but she was disoriented. She looked up to see the grimm holding her up from the embers on the ground that her shots had made from their impacts. They were blackish scares, dirty things, but she barely remembered making them with how dizzy she was.

The grimm had managed to stop her charge but Yang obviously hadn't been expecting it. As she had been traveling through the smoke it had jabbed her in the chest, _hard_. Relatively speaking it was the same as the force she had been using but it had the grace of the one not having a bus suddenly strike them in the front.

The beast set her down and she waved off any concerns while taking deep breaths. She was going over what had just happened in her head and why her chest hurt then realized what had happened.

"Sneaky." She said airily as she took shallow breaths. She was sure she hadn't broken anything but it felt like her diaphragm was just a little bit upset with her. "Next time we do this remind me to remind myself that you're smarter than you look."

_Click, Click, Click_

"Xiaolong!"

The wolf jumped back from Yellow as a hail of stone crashed into the space between them. They rested for a moment before they began circling around Yellow at such a speed that the individual pebbles blurred into a gray wall.

Growling the grimm relied on sound to leap backwards further in order to sidestep a second volley of rocks which whistled at the velocity of a bullet. Three times in rapid succession it did this, leaping further and further back until there was fifty feet between it and Yellow. With the onslaught finished it looked up to see the human which had nearly replaced the bone in its skull with shards. Another blonde woman with glasses and a cape looked as if she was trying to protect the younger one.

So, this was a real shepherd. The certainty was like ice water.

The wolf narrowed its eyes as it felt the refined distaste which could only be found in someone who was so steeped in their hatred that the adversary was only a threat. Only a thing which should be destroyed. Only _can_ be destroyed. The strongest of humans that the wolf had seen over its centuries bore the same cancerous air as they slaughtered thousands of grimm.

A true shepherd.

How long had it been since it had fought one? Long ago, before it went into seclusion with the beowolf pack. How many seasons had passed in mountain ranges where the armor first burst from its back? Too long? The pain of memory cleared the grimm's mind as the pain of being impaled on a spear reached from the past to the present and cut at the core. Years of hiding… Years of growing old… Pushed away.

A dead shepherd?

Only time would tell, but the woman was too close to Yellow. She was protecting her from nothing from nothing of course, but the shield when not at war could be just as comforting to man. That's why they crafted walls of stone, locked their houses… Yes… Yes… What is this?

A Huntress.

The claws of humanity. Thieves. But why?

Deep breaths, deep breaths. Keep the time away, stick in the present. Attacked. Defend. Allies in the custody of enemies. Adversaries. The clarity of instinct was being eroded by the clouds of independence.

The grimm opened eyes it hadn't realized it had closed. The Huntress was creased at the brow, concerned. The Grimm took a few steps forwards, instincts and pride both in unison as they screamed at the wolf to not retreat here. There would be no hiding from this type of enemy, only pacification. A huntress was a hunter, not a defense. They forayed into the wilds and hunted. They would follow the White Wolf into the darkest recesses of the Dusk, then only death awaited.

So the grimm stared at the woman. Apprehension and hatred so far from the ravenous eyes of a beowolf that the blonde switched from the confidence of the hunter-defender to the subtle horror of the hunted-defender. Her eyes scanned the beast from head to toe and seemed to realize what she was fighting right then. She hardened her eyes and resolve showing that human tenacity which held cobblestone walls up in the darker days of the past. Resolve… Aura… Aura… What was that?

In that instant two fights began. For the grimm's mind it was making sense of years of knowledge never fully considered while simultaneously avoiding the projectiles of this Huntress.

Her attacks relied on distance, beams of light and shards of her surroundings launched at speed and with great accuracy. Some were easy to dodge, others were not, but as the beast stole inches from the huntress' life span accuracy became pointless. With no time to arc her shots the huntress had to lead her blows lest she miss entirely. The double-minded single intent of the wolf allowed it to stay a few feet ahead or behind with the four pawed leap or a low dip dodge. This was the adversary that suffered agility.

The woman was not so easily slain, however, and after entering a certain range the beowolf was launched by a force like a train in the side. It recovered mid-strike before being slammed by yet another force into the air. Airborne and without recourse the beast had a few moments to locate the ground.

An hour ago this would have inspired a crash of fear but in the delightful silence of the mind it was able to ready itself for the barrage of pink light that would have impacted its back. Would have if it hadn't manage to curl itself in the air and throw its arms up to block. The collisions were not like it expected, not with the impact of a strike but with sudden heat and pressure throughout its front. It was a bizarre feeling like burning in small bursts. Pervasive unlike the pain of Yellow, it was fire and burned. This crackled in the air and in its ears.

After a few seconds the barrage ended and the grimm landed on the ground on all fours, launching itself backwards and hopefully out of the range of the sorceress. It was still mid-leap when the next set of lasers landed, but fortunately only half of them made contact thanks to the beast managing to get a rear leg on the grass to sharply change direction. It still stung, but no more than before, and as it shook its arms to dispel the burning sensation the pieces of armor that were too damaged wafted off in black shards. They rose into the air before dissolving into nothingness.

Behind the woman Yellow was forcing her way out of her cage-shield. She made her way through and tried to reach her keeper-protector only to be foiled by a shining wall which shook. The shimmer traveled around the local area until it reached a point behind the wolf. Completely walled in… It only reinforced the fact that this battle would only be over when one of them lay dead or dying. White poked her head out from the bushes to approach Yellow and met the beast's eyes. Was that contempt or pity? It was difficult to tell.

But how to attack? The beast sped laterally to the woman to slip around more projectiles as it pondered this. Too far and the projectiles would simply slowly burn it to death. Within a certain range, it wasn't exactly sure how close, the woman would simply send it flying and open for more pain. An impossible wall for striking as the grimm knew it.

But all humans had their weapons.

The woman held in her hand a wand of some sort, leather possibly. She waved it to direct her missiles and from its recollection the invisible force had been similarly affected. Would that work for predicting how to dodge? If the range of that technique was twenty meters it could be impossible. But the sliver of possibility is what made it worth testing. Trying. Showing that 'human tenacity' to a human.

Dodging again it coiled every muscle in its body before springing forward at full speed. Images blurred in the corner of its vision as it approached the witch at a speed which would have unsettled most. Creased brow like she was chastising she swung her crop and... missed.

Lunging at chest level the wolf was now below the slam of air. It was traveling fast enough that it was sliding along the grasses to avoid the pressure. The huntress recovered fast enough to apply some great gravity but it was mostly on the back of the beast where it could resist. That crush would have snapped the spine of a lesser beast but the back of the grimm held and as it was sliding along it was able to rise again and strike the woman's brandishing arm.

The strike had the full force of the grimm and just as Pyrrha suffered with her shield the crop was knocked out of her grip, or Yang when her fiery pulse had been doused. This one recovered instantly, however, and attempted to snatch it out of the air. Close combat was being dominated by the wolf at that moment, so it was able to follow up quickly enough to beat her to the punch. It wasted no time tossing the crop to the opposite end of the field. It didn't look where it was throwing and that saved its life.

While it kept its eyes on the woman it saw the hazy outline of deep purple echo out from her chest before sliding down her hand. Sliding until her fingers curled over and…

_LEFT._ The word was screamed between its ears. _LEFT OR DIE._

So it stopped its forward push and moved low to the left as quickly as possible. As it did so there was a flash of light and the air above its back crackled like a bolt of lightning had just landed. The crackling increased and a sound like shattering stone echoed in the clearing.

The barrier crashed into thousands of shards like glass as a red and black bolt cut through the air the grimm had been standing in a mere moment before. It kept moving, circling around the woman as it observed the scars the attack had laid upon the face of the forest. A deep gash looked like it had been seared into the ground before rupturing into a miasma. Blackish smoke was drifting in thin layers as plant and stone were burnt as equals. The witch turned, her head from the destruction and with a flick— or maybe even just a twitch— of her fingers the smoke coiled in on itself before being forced back under the soil. Like the binding of the earth's blood back to its veins.

The woman turned like she didn't want to scare a child, the motion deliberate and soft. Her right hand was positioned like as if to turn over the palm of a kid who had scratched their hand on gravel to check for injury. Unnerving in the least the grimm continued its speed, moving sideways and changing distance to haze the chance of one of those… _things_ striking.

The hands were still key here. She used her wand to direct her strikes so now she was using her hands in the same capacity with much more devastating results. Possibly restraining the hands meant that it could survive for longer, deliver the killing blow. The wall was destroyed but if her skills were still similar disarmed the farther the beast got the more likely it was to get struck. And now… Such a strike would probably be lethal.

So it continued to watch as the huntress pulsed with the distracting bluish-black glow of death. Attacking first would be a mistake, it had no idea what the woman would throw at it when she thought she had the advantage, which as of right then was just about all the time. With a deficit of knowledge on how humans fought when disarmed the grimm was thinking on its feet for how to neutralize her offense. Death was the permanent solution, but the woman had no weapon to predict, no weapon to dodge, no strike to punish. With that she was in the impossibly stronger position.

Her expression changed from cool dissatisfaction to explicit irritation once she realized that the grimm was smart enough to actually not rush her because she _looked_ unarmed. It was smart, and dangerous. Something she would expect from a lowly beowolf which had somehow managed to best one of the physically strongest first years in the history of the academy. It demanded a certain amount of respect, but it wasn't to last. The grimm must die, and if it wouldn't throw itself to its own death she was more than willing to force it.

A sweep of the hand and the ground beneath the grimm's feet shimmered, contorted, and then cracked into small pieces. Rocks were crackling under the force before dark light shot up from the ground and reached up into the sky at random. The beast dodged away from one beam only to be nearly caught by another one which appeared behind it. The geysers of light were impossible to completely avoid but didn't seem to actively target it.

After the beams stopped appearing the woman raised her hand, back of it towards the grimm and fingers pointing up towards the rapidly darkening sky. Once her elbow was parallel to the ground she dropped her hand in a graceful arc.

"Begone."

Like rain that pierced steel suddenly the columns of light rained down, some missing but most striking the beast in the back and legs, some of them scorching away the armor in mere moments others piercing right through. The grimm howled in agony as dozens of the beams collided with its body in a seemingly never-ending torrent. Dust and grime were kicked up as rain fell from the sky in a dizzying deluge.

Moments later, the beams stopped and only steam rose from the crater where the grimm had once been. The ground had been punctured like a god had stabbed a thin dagger into the earth in a fit of rage, the bottom of which was too deep to see. There was no motion, the rain the only noise in the area. Glynda made a 'hmph' noise as she raised her hand and her crop returned to her.

Then all light escaped from her gaze as the red maw of the wolf descended on her neck.

Weiss gasped, Yang's mouth fell open, Glynda screamed into an endless abyss.

"It seems I'm almost too late."

Glynda disappeared from the beast's mouth while the members of team RWBY disappeared from the area. The confused grimm looked up to see a man in green approaching, sword drawn, face impassive. Another hunter? It had barely been able to kill the first one… If she was dead.

"Unfortunately for you, your time is up. My condolences." The silver-haired man slowly approached, a tone of discomfort in his voice, almost sorrow. "I'll let you fight, but your only mercy is in giving up now."

The wolf fell to its knees as the extreme pain attempted to override its mind. Death was on its doorstep, death was creeping through as the rain fell through its chest, legs, neck. It was a dead grimm walking. And the pain was unbearable.

But to die to end it? No... No...

It pulled itself off the ground and snarled as the darkness around it congealed and thickened, roiled in the air and condensed until it started flowing like blood. It staled white before dripping into the holes like the rain had. Pure emptiness forming into the something of its body, the pointless gaining form and turning into the vehicle for death, for this retribution. No... This would not be death... The grim rolled its shoulders as every crevasse in its body filled with darkness and healed over with armor.

_You underestimate me, traitor._ The first coherent thought in an eternity of existence, the grimm howled to the moon hidden behind the horizon.

"I see." The green man's brow creased in concern. "Then I fear you will suffer these last moments."


	2. OLD (NON-CANON) CHAPTER 15

If muscle was stripped from the bone of the human and then replaced with that of a donor the pain is not lessened. Only drugs can attempt to numb that particular agony, and the White Wolf was experiencing that particular agony as it readied itself to fight another hunter.

Arms, legs, chest, neck, head, all had been struck and pierced in some place. Despite the speedy healing there was a pervasive pain that lit nerves on fire from head to toe. It was a distraction, a sorrow, and an agent of dual relief and fear. The grimm had survived the onslaught of light from the woman before, picked itself up and nearly ended her life. Nearly. Then this…

The man was tall for a human, but that was all that stood remarkable. He brandished a sword with a thin edge and a square point. The man approached without pause and as he did so the blade was making small arcs in the air as if he wasn't sure how to use it, or he hadn't drawn a blade in a long time. If so he was a-

Only sight warned the beast that it would have been decapitated as a duck saved its neck. A leap backwards and again in the periphery a sword strike that came from nowhere as the man simply walked forwards. His attention never wavered, eyes locked on the grimm's without emotion. Truly unsettling, as much as the fact that this time the grimm was actually cut.

There was no sound when the blades slashed through the air, no whistle of parting atmosphere. It was silent, eerie in a way as only the reflection of the darkness under the stormy sky caught its edge. That was the only defense, sight, and the grimm was being punished for not being able to watch everywhere at once.

The cut wasn't deep and only cut the beasts shoulder but it was a powerful effect. The moment it clipped the wolf's armor its mind filled with an uncontrollable din. Bells of all shapes and sizes rang in its ears like some unholy angelic hymn, beating on the inside of its skull like a thousand sledgehammers. The sudden noise and pain shocked the beast so much it froze on the spot mid movement causing it to stumble to the ground. It whimpered in pain as gongs and whistles joined the din and came to bear on its spine, making it feel like its spine was being crushed by the waves of sound.

On the other side of Glynda's re-erected barrier Weiss and Yang watched with confusion as their beast roiled on the ground for no apparent reason. Ozpin hadn't moved since he'd arrived, standing with his cane inched into the ground and shoulders relaxed. He had barely even said anything from what they could tell.

The groaning if the witch moved Weiss' attention down to the muddied ground beneath her. Glynda had staggered out of her own defenses after the grimm puzzlingly refrained from chomping down on her. She promptly passed out and was resting in the soggy grass under the tree Yang and Weiss had chosen as shelter.

A ring of thin cuts circled her neck and back from what they could see. The grimm could have killed her right then and there and by all rights should have as a beowolf. And Yang was sure that the wolf had wanted to bite down but couldn't, it had been so badly broken by the huntress that any animal like that wouldn't have given up. It should have been dead. Weiss and Yang had thought it dead. A trained huntress thought so too, but somehow…

The wolf roared for the second time, pulling itself from the ground and digging a paw into the ground. Yang saw the headmaster shake his head slowly before it was pressed into the ground like a car had been dropped onto it from some great height. It tried to pull itself up again but once more the force slammed home, digging it into the ground. It was a brutal show of dominance but… From where? While Weiss was monitoring Goodwitch Yang tried to see any evidence of what the headmaster was doing. The ground around the beowolf was untouched by whatever was flattening it to the ground, the moments when it recoiled as if slashed showed no evidence of the headmaster attacking.

But still it flailed on the ground weakly as if being tortured. Whimpered like it was being cut open but unable to do anything to fight it off. It was an illusion maybe? But… If so then why was the headmaster torturing it? He had to know that the grimm wasn't going to hurt anyone. He saw everything that happened at the school so why was he treating the wolf like it was a criminal that deserved something like this?

"Yang?" Weiss asked as the blonde walked up to the barrier and pressed a hand to it to find that it was intangible. Only the image of it remained, still draining off of the huntress. "What are you doing?"

"I'm…" The yellow-haired woman was conflicted. To help the beowolf would be like treason against the kingdom of Vale. But if she let a grimm who was innocent, attacked viciously, and then tortured on the ground die like this… The pain in her chest from their spar was still fresh but the fact she didn't have a broken back from flying into a tree was a stronger influence. "I'm going to try and fix this."

Before Weiss could respond Yang stepped across the barrier and was immediately bombarded with the echoing of a clock tower's bell. It rocked around the area like a train before lessening… Then rung again to beat against her chest. It was more loud than painful, and it sounded inside her head even though the shockwave of the noise could be felt pressing against the front of her body. It was an odd sensation to say the least, but she could imagine now what was harming the beowolf.

Stepping into a puddle while the bell rang was oddly clarifying. The bell was loud, overwhelming in her head and overriding her thoughts but the outside sound of the puddle was as clear as if it was silent. Even the pitter-patter of rain could be heard… It was like the noise in the head was a thought forced onto someone.

_Is that Ozpin's semblance?_ Yang thought as she stopped and knelt for a moment to catch her breath. The oppressive force on her was getting stronger the closer she got to Ozpin and the wolf. It was starting to get harder to breath and it irritated her already bruised chest. She was still quite a ways away though, eight times the distance of Oz to the beast. _How much pain is it in?_

Surely there had to be better ways to defeat a grimm. Yes it had survived Glynda's attack but…

Yang fell onto her hands as she felt the air rush from her lungs with a particularly powerful slam of air. She coughed twice before looking back to see how far she had come. Weiss was standing just inside the barrier with a concerned crease in her brow.

Yang sighed before focusing on the beowolf. She leaned back so she was sitting on her calves and cupped her hands before raising them to her mouth. She took a deep breath that was nearly pushed from her and shouted at the top of her lungs.

"_IT'S NOT REAL, PUP!_"

The grimm looked up from the ground as noise from outside its head supplanted that inside. Finally, something which wasn't echoing in its own mind, something which made sense. Something which wasn't just the eternal pain. The pressure on its back was still strong but with the sharp end of the din now blunted it was able to focus and pull itself back off the ground. It took deep breaths of fresh air and started to feel the strain loosen from its back.

The green man's jaw set… One green man's jaw set. Another… Two men?

Two identical men wearing the same clothing with the same visage… Magic. Like Black, but… More. Focusing on both it seemed that one was doing, the other was watching. The doing was speaking to Yellow who looked like she was struggling to breath, the watching kept its eyes on the grimm. It was lifeless. Unimportant.

The grimm held itself against the crushing force and breathed until it was full of fresh air and the bells had receded into the recesses of its mind. It focused on the Doing and took lumbering steps forward.

The Doing didn't notice the approach at first, but the watching one did, moving to intercept. The wolf in its focus ignored it, even as the fake green man brandished his sword. It pierced the grimm but did nothing as long as it focused on the truth. Once the sword pierced its chest it disappeared, the mind of the beast no longer fighting the body with shadows.

The image gone, the sounds disappeared almost entirely and the force lessened immensely. Now free of movement and no longer tortured in its own mind, the grimm sprinted from its position towards the real opponent. Each muscle in its body strained with the force, simultaneously attempting to solidify where the darkness was newly formed and pull against itself where it was not. The tearing and pulling was painful but reinvigorating. It was real pain, not something suspended in the mind.

When it was within lunging distance the man turned, surprised. He lightly grazed his blade along the inside of the beowolf's leg and disappeared as the clockwork cacophony began once more. Before the grimm was pinned it roared like a demon possessed and spent spittle flying everywhere in front of it in a broad arc.

Even as it was being pinned to the ground and another man took his place staring down black shards began rising up into the air immediately to the beowolf's right.

_There._

Illusion shattered by contradiction, the grimm lunged to that side and swiped, hand gripping onto the green man's blade. As the dream dispersed it bared its teeth down at the man. He was now concerned but cool eyes locked with the grimm. Steel light began to emanate from him and run down the blade allowing it to cut an inch into the wolf's palm.

Growling but holding fast the beast raised its other fist and threw a punch at the man's face. It was caught, deflected, and the man tore his blade from the grimm's grip by transforming it into a short smooth staff. He jumped back a few feet as the beowolf flexed the hand which had been blocked by some invisible force. It wasn't an illusion, no, that was some sort of real wall.

The beast checked its own hand and found that the injuries there were more consistent with a harsh pull of the sword than it sliding out because it was smooth… It glanced up and saw that the man was now toting his blade again. That was the illusion of his weapon.

The grimm approached on all fours, eyes carefully watching the man. The bells had stopped, the pressure gone, the pain corporeal.

The man attacked first this time. He stepped forward at an unlikely speed and flipped his blade mid-stride so he was handling it upside down. He struck first with his fist, creating a surprising amount of force before attempting to draw the point of the blade all the way across the wolf's chest. It was speedy, but too similar to Yellow's attack before.

Using the back of a paw the wolf deflected the blade as the blow from the fist landed. It turned out to be a mistake because the unarmed strike was many times stronger than any it had experienced before. It felt the concussive wave cross the front of its body before being launched backwards along the ground until a crease in the armor on its back caught.

Flipped onto its stomach and slightly disoriented it wasn't expecting the older man to be in front of it so quickly. Another open handed strike, this one misses but the force transferred in a steel ray, unblockable. Unwilling to be pushed into the ground the beowolf steeled itself and the force, instead of pushing it back, pushed its way through the beast where a kidney would be on a human.

Using the unexpected lack of movement the grimm grabbed the man's sword arm and flung him overhead back towards the centre of the clearing. He recovered midair and rotated until his body was pointing directly towards the-

The sound of a gear turning.

Click.

Click.

Click.

Gong.

Gray light.

The grimm was on its back again, probably, unsure which way was up before the ground slid along its back. It slid for a moment before digging its paw into the ground to slow it down. Until it realized that despite the fact it was definitely commanding its arm to stop its slide… Nothing was happening.

A collision with a tree was the only thing which sufficiently slowed it down that it was able to right itself. Getting up was difficult because an arm was still not responding, though when it stood it was able to see why that was the case. From the shoulder down to the hip there was a scarlet maw where a chunk of its right side should be. There was no blood to bleed so none spilled from the massive wound but…

It fell to the ground then, all strength suddenly leaving it. Maw open and eyes dimming it could barely hear the sound of boots on mud. Everything it had managed to grasp… Was slipping away. Flowing out like the ash that was rising from its injuries. Sense of self was dissolving in the rain and mud and shadows. This wasn't the type of injury that a grimm of its age was supposed to die from, it was supposed to survive and move… But something in its mind was whispering that it was time to die.

Somewhere, someone screamed, then sleep.


	3. OLD (NON-CANON) CHAPTER 16

**AN:** Some short love for team CFVY :)

"_The door's opening."_

I smiled. It was wide, enough so that I could have sprained a cheek. The balaclava brushed against my cheeks as the bullhead shifted which reminded me that if I was going to be in any way anonymous for this I should actually pull it all the way over my mouth. Who could blame me? Fire proof synthetic composite wasn't something too nice to accidentally get in your mouth when talking.

I stood up and took the few steps to the door before rolling my shoulders. Gige was standing on the opposite side of the door and nodded to me as the seal broke and a hissing noise of air exchange filled the room for a moment. I smiled back, even if the cloth obscured my lips. She could tell. Usually.

As the door slid open I pulled the straps that locked LR into place so that I could draw them as I needed them. Flipping the revolvers on two fingers for a few seconds the red light above our head switched to green. I took a deep breath, holstered the weapons, saluted to Gige, and off I went.

Or out, I guess. Freefall was more of a 'you were there, you're now here' type of thing. The falling part was incidental. I looked down to the ground below and swore when I saw that our friend looked like he was being convinced to die. He was missing half his right side, true, but if its half of a half that was only about a quarter left. It was better than this, at least I hoped.

I flipped in the air to land on my feet and looked over to Ozpin. He was staring at the grimm with a death gaze that would convince a rat to drop dead without a moment's consideration. Scary, but mostly annoying. He was inside the wolf's head and I needed him to stop with the 'killing it' thing.

Lifting R I cocked the revolver before firing a shot at his face. The bullet wouldn't kill him but it would probably scare the shit out of him. It'd give me enough time to put a loop around the grimm's neck so we could drag it out of the city limits. That relied on my ability to avoid a fight and I'd be damned if I did.

My prediction was proven correct when the old man's aura took the blow and shimmered for a moment, forcing him to take a few steps back. He glared at me like he knew me. He did, the old ass, but it wasn't like he knew that.

"Who are you?" He asked, the words echoing in my head. He was trying to poke around, it was almost cute. Like he could keep up when he obviously couldn't kill a regular old grimm.

_Someone out of your depth old man._ I thought back and he blanched, falling into a fighting stance. He must have seen what I was planning on coming back for later, that'd explain his sudden outraged expression. Ah well, he wasn't a big deal. _So kindly fuck off._

Unsurprisingly he didn't. His mind-clogging semblance was certainly annoying but it looked like he was too tired to do anything you could mistake for being impressive. I lifted a finger to the headset on the inside of my face covering and radioed Gige.

"Get down here, the old man wants to play around for a bit. Drag the grimm up, fix its body, whatever. I'll play distraction so he doesn't get the kid to kill itself, alright?" I dropped my hand again before hearing a response and took a few more steps towards Oz. The noise got louder until I fired another shot which was absorbed by his aura. It flashed silver and the noise weakened again. It was a particularly simple thing to circumvent, you just needed some range and the ability to sense where an old man was in the rain. A challenge, yes, but not impossible.

Blood was a rather distinct smell after all.

He grunted as a third bullet pierced his barrier and pierced his coat. It hit the general area where it would have hit his heart. Instead his eyes just darkened and he brandished his sword, forgetting to create the illusion that it was still his cane for all observing. He wouldn't rush me, he was too slow for that, but that wasn't really baiting me out. You bait someone into a compromising situation.

I drew L and rotated it so that it was facing the opposite direction but parallel to R by holding it between two fingers by the revolver barrel. Pressing the sight lines for both together and gliding them along their ridges until they clicked I flipped the combined unit on one finger until the barrel, handles, underslung blade, and cylinder collapsed in on themselves to become a heavy gauntlet on one hand. It was a simple mechanism, but made them worth something up close when simply pressing a barrel to the head of the nearest opponent just _didn't quite do it._

The man was dead depending on how long Gige took. Time to see which took longer, rescuing a grimm that weighed the same as an ursa major or punching an old guy in the throat.

_**/**_

Team CFVY had just arrived to help when the bullhead had appeared. RWBY and JNPR were also present now since Weiss had called them during the course of the Wolf's fight with Ozpin. Ruby was now standing behind the barrier like everyone else was watching the surreal situation.

Velvet and Coco were beside her with Yatsuhashi and Fox just on the other side. All four had seen the strength and ultimate defeat of the beowolf and were now concerned with the arrival of this new combatant. He had been standing all the way over where the grimm was nearly five hundred feet away and managed to shoot the headmaster in the head twice. Both had struck Oz' aura so he probably was unharmed but still. It took a particular crack shot to do that without aiming carefully.

The gun wasn't interesting, she couldn't help noticing when the two black and yellow revolvers collapsed into the gauntlet. If it couldn't do much more then it was a little bit of a letdown. She couldn't just _turn off_ the fact that weapons were interesting so she had to awkwardly critique this person's.

And the person seemed to be a woman. It was hard to see with the body armor she was wearing but it _generally _looked like one.

But there was something much more pressing.

"Guys, I'm going to go check on the grimm." She said to all around. The members of team RWBY nodded, JNPR as well if less certainly and CFVY seemed skeptical. The leader had explained the situation to the second year team but they didn't seem particularly convinced, at least Coco didn't since she was the only person who really spoke.

"Careful, we don't know what's going on." Blake warned, standing and looking to the rest of those around. "But I agree, we should check."

"Count me in." Yang smiled as she rotated the shells in her gauntlets. She was second most concerned for the grimm after Ruby, maybe even just a titch more. She could see the red of its flesh and its lack of movement deeply concerned her.

"Uh… We'll stay with Ms Goodwitch." Jaune said after a moment and looking to his teammates who weren't so hot on the idea of checking out what could be the disintegrating corpse of a monster.

Ruby was unhappy they weren't coming but understood. At least Weiss had a reason to tag along which was the rest of her team was going… She had seemed worried when she had called Blake and Ruby from their dinner. Maybe she cared too?

She contemplated whether or not the grimm had influenced her and her team as they ran around the edge of the barrier to the location where they would either find a grimm's dissolving corpse or the grumbling and huffing wolf they had come to befriend over the past few weeks.

As they turned the first corner around the barrier which divided the safety of the outside and the headmaster's semblance they heard the first clash of metal. The rest ignored the sound but Ruby checked over her back to see the unknown woman deflecting the sword strikes with her armored hand. Strikes which had nearly bisected the wolf. _Who is she?_

**/**

"Who are you?" Ozpin asked as he took a few steps back and away from the assailant. She wasn't stopping, just walking forward and deflecting his sword strikes as if he were waving around a long roll of paper. She had the audacity to stick her left hand into her pocket and let her gloved thumb hang out and tap against her thigh.

"Oh shut up." She replied as she took a step forward and kicked high to the front, connecting in a strike which forced some air from Oz' lungs and pushed him back. She dropped her foot again and the air seemed to darken around her before she used her unarmed left hand to grab Oz and toss him to the side. The hand connected and he was thrown but he managed to rotate himself in that split second to catch his footing on the grass.

As he righted himself he drew the broad side of his sword through the ground and splashed the mud up towards her face. She raised her hand to block the splash from clogging her vision and as she did so the headmaster thrust his place through the mess of muck until it stopped moving. The woman was still as the grime fell away and her hand gripped the blade so tightly that the steel groaned in protest at the strain.

Ozpin took a deep breath as he refocused. He saw a grimm mask blocking his blade, the normal white laden with weaving lines of blood red that created a mimicry of a dragon's scales over the smooth surface. There was a striking resemblance to something in the periphery of his memory but for some reason…-

His blade was torn from his grip then driven into the ground before being gripped by the handle and held up, point towards the man's neck. Before the woman could gloat or the man could move out of the way team CFVY took action, sprinting into the fray.

Fox and Velvet approached first as they were the fastest of the team. They were relatively quiet for the noisy footing but enough noise was made that the woman was able to sidestep Velvet's bicycle kick and the first few slashes from Fox's arm blades. Both were trained in consistent pressure and followed through, Velvet lashing out sideways with a waist-high foot while Fox attempted the same. The strikes were slightly staggered, but within a close enough angle that the masked one was able to angle the broad side of Ozpin's sword to absorb the strike from the two fighters. The two were unperturbed and simply continued on attacking, their momentum forcing the woman back.

Despite the fact the smooth mask prevented the two from seeing her expression the lazy way in which she was blocking their strikes created the eerie feeling that she was smiling. This was proven when between strikes she reversed movement and took a step forward, chuckling. An upward sword wing forced them to dodge back but without seeming to even move she had grabbed velvet by the back of her combat clothing and flipped her forward. While doing so with her right hand she used her acquired blade to fend of strikes with her left. Once Velvet was in the air she used the broad side of the sword to strike low at the dark-skinned man. He crossed his arms to block but without notice her blade, and his arms, were higher up than before. With nothing blocking her way the woman grabbed him by the neck and flipped him over her head back-first onto the recovering Velvet. The entire chain took less than two seconds.

The pair groaned but both were unhurt even though the woman seemed to look to them for a moment to be sure of that. She heard the bullhead start to rev its engines and sighed.

_**/**_

Did grimm have medical staff?

That's what Blake was thinking when she peered out from behind some brushes at a dark shape hovering over the wolf. Black beads were condensing in the air almost imperceptibly before connecting into ever larger spheres. Eventually they pressed against the crimson mar of the beowolf's injury and seemed to dull the redness. Weiss and Yang were looking at each other and nodded, and the heiress spoke up to inform the rest.

"When the wolf fought Glynda she nearly killed it by piercing holes through its body. When Ozpin appeared to finish it off it did the same thing to heal the holes." She looked a bit concerned despite the fact that the black spheres were good. Another grimm was floating over it and protecting it, and while that was probably better than worse it was another unknown thrown into the mix. That, Blake guessed, and the fact the Schnee probably still wasn't fully OK with the beowolf. "So…" She trailed off.

A shifting in the brush near them caused the team to jump slightly but they calmed again once they saw that it was just Yatsuhashi. Blake was pretty surprised that the giant man was able to move so quietly. Yes, he wasn't a talkative person, but he was something like 7 feet tall. He shouldn't be hard to hear in a dense forest.

They saw the reason why he was over here quickly as the woman flashed from point to point back towards the bullhead. As she got within a few feet of the Wolf she paused and said something too quiet for anyone in the trees to hear. The dark form bobbed in place once before tendrils reached down to grab the still unmoving body of the beowolf. Before it could lift up off of the ground the sound of thousands of rifles firing at once cut through the trees as the telltale sound of Coco's gatling gun spinning up reached everyone's ears.

The woman appeared behind the dark mass and there was an odd sound of suction as the white streaks of Coco's bullets collided with an invisible sphere and fizzled out into nothing. The sphere seemed to be centered around what was revealed to be another grimm floating over the beowolf. It was a slightly feminine looking sea beast which Blake was completely uncertain of. It wasn't any type of grimm she had heard of, though the completely white armor with thick red bands made it clear this was another ancient grimm. It had a humanoid body and arms that ended in claws, while the lower body turned into an octopus' legs, only instead of suckers there were circular clawlike growths. Yet another conundrum.

Yatsuhashi apparently took this to be the whistle for him to rush, and he tried. As he crashed through the woods he brought his sword to bear in an arc as if to strike both the grimm and woman at the same time. His blade was almost all the way through its arc when the woman noticed. But she didn't even dodge.

The samurai was suddenly far off to the right for his blade to even have a hope of hitting, and by the time he recovered from the miss the grimm was already flying into the door of the bullhead like some sort of bizarre flying eel.

The bullets still kept coming though and they started clipping the side of the VTOL which backed off slightly to avoid some of the high-impact rounds. The woman left on the ground looked over to the armored young man and he found himself another few feet back before he had to raise the broad side of his sword to block a short volley of bullets.

While his blade was up the woman pulled off the grimm mask and to the shock of team RWBY threw it like a Frisbee right into the trees they were hiding in. It clattered amongst the trees before landing right beside Ruby who was almost too distracted to pick it up.

Another flash and the woman was standing on top of the airship. It pulled away at full speed to avoid the range of the second year's immense machine gun. As it flew off the woman standing on top kept her eyes on the four young women hiding in the darkness of the forest, somehow her challenge being transmitted through the rapidly increasing distance between her and them.

_Come find us._


	4. OLD (NON-CANON) CHAPTER 17

"_This is Channel 3 news._

_After the devastation wreaked by the Nevermore flock over the Kingdom of Vale there have been some questions being asked of Atlas as to whether or not it can guarantee the safety of the Vytal festival. Last Thursday a group of Nevermores lead by a never-before seen flying grimm attacked the city's military outposts. They appear to have targeted both Valean and Atlesian units though neither government is commenting on the extent of the attacks._

_This comes as a shock after Atlas proved to be a strong asset in dealing with the Mountain Glenn breach of nearly a month passed. It was following that event that Beacon Academy, the host of the festival, was purportedly removed from security detail in favour of Atlas. The Valean councillors are expected to make comment about the events but have thus far remained silent, possibly as they discuss the events with Ironwood, the general of the Atlesian detachment sent to the kingdom. _

_Normal schedules have continued however as the military's sweep of the city has found no evidence of any grimm still within the city limits. Little infrastructure was damaged as a result of the attack as the targets seemed to be strictly military._

_In related news Ozpin, headmaster of Beacon academy, is expected to stand at a press conference this afternoon to speak to claims of atmospheric disturbances. These were seen during the attack in the Northwest corner of their campus, leading to questions of whether there was a grimm attack there. The man was seen for the first time without his cane and slightly injured, while the de-facto headmistress Glynda Goodwitch appeared to be bandaged around the neck. _

_The coinciding of these events has sparked mass debate around the internet as well as the people of the Kingdom of Vale. What happened on Beacon Cliff? Why are the two head hunters there apparently injured? Does it relate to the Nevermore attacks?_

_These questions will hopefully be answered, and we will be streaming live._

_In other news, the Schnee dust company is raising…"_

Ruby tuned out when the news switched topic and hummed, leaning her back against the headboard of her bed. She slid her scroll closed and the chatter cut out, leaving the room in the ambience of Blake sorting her books and Weiss flipping through a magazine. Yang was absent, but that had become slightly normal. She had been called out to the headmaster's office every day since the 'event' and would be gone for a few hours. She'd come back, sighing and toss herself onto her bed and wouldn't answer any questions asked of her.

It was weird, but Yang seemed to be dealing with it better than the rest of the team. Nobody liked the fact that their teammate was being dragged out for nothing _wrong_. They weren't sure since Yang wouldn't say anything, but they had agreed that Ozpin probably wasn't happy Yang had saved the beowolf's life.

Twice dorm heads had been sent to search for the grimm mask but they hadn't found it yet. Yang swore she hadn't given it up but somehow the headmaster knew about it and had sent people to try and take it. They didn't have any pretense to excuse it, they just said that they wanted it. The team denied to have any hold on it, and only Blake knew where it was since she had hidden it. And she was being careful to avoid the headmaster after what had happened with the wolf. From what Yang and Weiss said he could do something to someone's mind. What if he could read them?

The mask was important, mostly because it was bizarre proof of something. When the woman tossed the mask to the team it was perfectly fine, but within three days it started to chip away in the same black ashes that broke down a grimm's body. It did so very slowly, not all at once after a few minutes. Once every few minutes a few more flecks would fly off and dissolve in the air, taking with it a little more of the mask's form. It had been doing it for nearly a week and now they were seeing something which was a bronze color in the middle of it which was being revealed slowly by the degradation of the rest of the mask.

They had tried to take it out of the mask by force but the material that made up the mass was incredibly strong. Yang couldn't break it with her bare hands, and that was enough of a test. They weren't going to go out and use their weapons on it because it could harm the medallion. Also, it seemed likely that someone from the academy would follow them. It wasn't awesome to be sitting on their hands but it had been degrading faster and faster as time went on.

Blake was going to head out and check on it that night to see if the metal was free, but she wasn't particularly sure about that. Security on campus had stepped up suddenly over the past three days. The tournament was in two days so it made sense that there would be more guards but…

_Maybe I'm overthinking it._ Ruby thought to herself as she closed her eyes. _The nevermores did wreak havoc. They're probably trying to make sure the most popular event of the Festival is safe. _

It was still a bit unnerving but the team didn't have anything to complain about. They weren't being arrested, that enough was good to know.

There was a knocking at the door. Four distinct thuds before the door burst open. Five atlas Knights entered the room with their weapons at the ready, eyeless heads scanning the room to check for the occupants.

_And I jinxed us._ Ruby thought to herself as she leaned forward in her bunk and felt alongside her bed for the outline of Crescent Rose. The other two occupants seemed to stiffen as well until the mechs holstered their rifles and stood at attention. The trio waited for someone to say something before Glynda pushed her way through the soldiers into the room and scanned left and right herself.

"Where is she?" The huntress asked finally, her voice tense and harsh. "Where is Yang Xiaolong?"

"What do you mean?" Weiss said, ice in her voice. She was taking the silent house arrest the hardest out of all of them and had spent many a minute talking about how unfair everything was. "You've been taking her from us every day for a while now. Did you lose her?"

The two white-haired women glared at each other for a moment before Glynda spoke again. "She did not appear for her appointment. We're looking for her now. Please remained here while we try and find her, we need to speak with all of you."

As she left Blake muttered 'bullshit' under her breath and was thankfully not heard by the huntress as she left. The soldiers remained stationed at the door not moving an inch aside from letting Goodwitch pass. They kept their weapons at their backs and stood silently.

"So now we're actually the prisoners." Weiss said, her tone icy. "What the hell are they doing?"

Blake and Ruby echoed her sentiment in their minds but had no answers to give one another. Yang was running away from the Headmaster now, so she was in trouble. If not because of something he learned because she was running away in the first place. And if she was in enough trouble that they wanted the rest of her team to not be around… Then they were going to be breaking through.

**/**

_No, no, stay out._

_I've heard enough, it's not right._

_Get out._

_Please._

_Why?_

Yang was sprinting through the trees with her heart in her throat and her stomach fighting it for that position. She was panting hard and running harder until she found a thick cluster of bushes. She tossed herself in and ignored the poking branches as she brought her head into her hands and let out a thick sob.

_In, out, in, out._ She told herself as she brought her breathing under control and normalized her heart rate. She didn't need to run for minutes yet. She was safe, for now. She needed to find something to hide in soon though. She wasn't sure when they'd find her again, and the thought of that chilled her. She couldn't believe she had so easily forgotten everything each day. How in the world… Just what was Ozpin's semblance?

She always tried to answer her team's questions but she never had the answers they wanted, any answers. It was always so hazy and it felt like when she tried to puzzle them out that they were going to fill her mouth with ash, so she stayed quiet. Her of all people, the strongest one, the lynchpin.

When she remembered the tactics being used to try and glean information from her it made her feel sick, be sick. It was an invasion of her privacy to the most extreme order. Completely unacceptable.

Ozpin had been somehow suppressing her memory of the fact he had coercing her to speak. She had remained silent on the topic of the grimm for so long… Four days she said nothing about the grimm, didn't talk about the team's interaction, didn't say a thing about the sparring or the learning. Her mind was blank and only filled with idle thoughts about the Achieve Men and training to make sure even her head was clear of information. But… Had she cracked?

She remembered in a vague yet startlingly clear way that the headmaster had made her think she was at home, with family and…

Yang almost wanted to throw up. It was a perversion of a memory, even a memory she didn't have. It was made up and somehow set in her mind without realizing… All to get her to betray the White Wolf because Ozpin was paranoid. It was cruel. Why was he adamant to not listen to what she or the rest of the team had to say? Why didn't he understand that he was being unnecessarily torturous to the beowolf? What was going on?

Taking a deep breath she stood and looked around to catch her bearings. In the moments of hysteria she just chose a direction and ran to get as far away from the acidic memory as possible, so she was a bit lost. The forests were large enough that once in a while you found a section you were unfamiliar with, but in one direction was the school, another was always a cliff. You just needed to keep walking until you found one or the other then reorient accordingly. But Yang didn't want to be anywhere near the school, not now. She had remembered right when she was going to open the door to Ozpin's office and then turned and left, so they would already be searching for her… And Ruby. And Weiss. And Blake.

Her team. Would they look for her? They would, wouldn't they? So she should hide.

She pulled herself up into a tree and climbed to the tallest branches so that she would be out of sight from below. They could use Zwei to find her, she was sure of that. And when she did she would be safe. She leaned back into the trunk of the tree and had to resist the urge to reach above and blow the top of the tree off with a punch. She felt so childish being rattled like this, but it did reach into her past and grip at that which shouldn't be touched, loss.

As she tried to relax and look up into the air she saw something float into her view. The mask that the woman had left to them was now hanging in the air right in front of her, the armor disintegrating into dust as the bronze became more and more exposed. Yang reached out and was able to grab it, wondering at how warm the item was as the last extraneous pieces dissolved.

She was left holding something which was ticking like a pocketwatch. Flipping it over in her hand she found a small key placed into the bronze setting, a gear. She carefully turned it, making sure to not bend it and along an invisible seam and turning on a tiny hinge the clock opened to show a thin jade cog. A black band ringed around the main circle but not touching the teeth. The teeth were a full green and lined with silver. The inner ring of the palm-sized clockwork piece was inscribed with writing.

It was rotating in its brass shell with a click every second, and when Yang touched it the thing was surprisingly both hot and mobile, sliding into her hand and continuing to turn.

_Bizarre._ She thought to herself as she held it up in the air and looked through the semitransparent device. Pointed to the sun it turned into a brilliant blue-green which reminded her of the orbs suspended above Ozpin's office. In fact…

Yang stood on the branch and held the gear up again, this time peering more closely at the orbs and the gear. Side by side they looked similar but… When looking at the orb through the gear despite the fact that there was no visual difference the gear turned in her hand much more swiftly. It curiously didn't leap from her hand when her fingers weren't touching it, the gear just rotated in place, keeping itself centered even when she wasn't touching it.

_It wants to go to the tower._ That seemed like a reasonable assumption, even if the content of the reasoning and the object sparking it seemed ridiculous. But it was a gear hidden in a pocketwatch, hidden in the grimm mask of an assailant who had taken on CFVY and Ozpin and left with no contest. It was hard to pretend that an inanimate object having the will to travel to a tower was in any way much more bizarre.

But… How to find her team and then get to the tower undetected? Even after she had run this far?

"I think I can help you with that." A man said from below. She looked down to see someone in combat fatigues looking up at her with a smile on his face, and his eyes on the gear before returning to her. He wasn't wearing an Atlesian uniform and was definitely not a regular soldier with the armor he was wearing. "If you want to meet your friend then we should get this done quickly, no rest for the wicked Miss Xiaolong."

"Who are you?" Yang asked, pulling herself into a crouch in case she needed to fight or flee. "How did you find me?"

The man made a 'hm' noise before darkness congealed around his face to show a smooth grimm mask not unlike the one that the woman had worn. This one, however, had a stylized image of a ring of nevermore feathers as opposed to scales. It was wrought in red and seemed to shift slightly as if touched by a breeze despite being on a solid surface.

"Call me a friend of a friend."


	5. OLD (NON-CANON) CHAPTER 18

"You'll heal faster by pulling yourself up off of your ass." I said, nudging the unconscious beowolf. It had been passed out for the last few days after we woke it up for the first time. It was definitely ready to move but was spending more time 'healing' than it needed to. I knew it knew that it could heal itself but apparently there was some difficulty it faced when confused. Which it probably was. "I know you're worried but your friends are safe, and you're safe."

It looked up at me, opening its eyes and staring at me curiously. Huh. I guess that the same things which forced me to take a good look at the world worked on other grimm. I knelt down and used two fingers to salute the wolf.

"Yeah, that's right, you can understand me. Isn't that weird?" I poked it on the bridge of its muzzle right between the eyes and it grumbled at me. Grumbled, but didn't growl which I took as proof that while this pup was definitely suspicious wasn't angry. That was nice. There were few 'nice' ways to deal with an old beowolf. Couldn't chokehold it, couldn't lock it in a cage, you just beat the crap out of it until it decided it had enough. "Now since you can, stand up and fix your arm. Gige's done all she can."

I took a step back to give the it some room which it appreciated. It stood and looked at the right arm and side it had lost almost quizzically. "Old bastard cut off enough of you to feed a small villiage." It nodded, remembering now. Or so it seemed.

The injury had been supplemented so there was now bare darkness making up the general shape of that side of its body. About the same resilience of a beowolf its age would have if it was 'naked' but nowhere near as strong as the armor they wore. There were stronger applications of the corpus but for the pup this was probably the best it could do.

I was pleasantly surprised when it actually hesitated to replicate its same set of armor.

It probably had developed it a long-ass time ago, probably a couple of centuries. It had better skills and evolved more than that so it _should_ create a new carapace to compliment it. The guy was fast, that much was obvious from what I saw, and it was quiet. At its size this combination was, of course, counter-intuitive but it worked. Now would it switch from the plate armor to something else?

The beowolf dispelled all its armor, which was a good start. Standing at its full eight feet it looked down to me, probably to judge the relative height. I offered no opinion, not really caring one way or another how big it was as long as it decided on being the size of a whale _outside my house_. And outside the sight of Vale's sentries.

It decided its current eight feet were acceptable and the armor started to form. No humans got to see this since the process of literally forging your armor over your own skin took a long time and as any would expect put you in some considerable danger of being attacked. The armor it had before could be considered plate armor, large scales placed on top of each other for defensive purposes, but porous so it was still light enough to move quickly. Now it looked like it was going for a different format.

It created what a human might call form-fitting armor. Along its chest, arms and legs it developed a thin sheet of masque. As it made the material the joints of the shoulder, knees and elbow were instead woven with thick fur, an evolutionary trait picked up for maneuverability probably. It dyed red after it had padded the bendy bits, making me wonder if the beowolf had some secret in its armor there.

The white armor covered everything that wasn't a joint aside from the stomach, where the same red weave was used, again probably to maintain its flexibility in bending. When it was done it looked almost like the beowolf was some form of human body armor designed specifically for the incredibly tall, beefy and lanky all at once. The final touch was that it modified its mask to cover its entire face and jaw as opposed to only the forehead.

"Your mug might've been ugly but you didn't need to _completely_ cover it." I teased as red bands crossed the new, more wolf-like head to create an illusion of red dripping down the front of the mask. "Especially since you just made it look like you dived your way through a pool of gore."

Again the grimm looked at me as if I was speaking in Mistral slang. I knew the feeling, understanding something when you're damn sure you shouldn't. Poor pup, he was supposed to stay incognito while it learned the language of man but instead had to get buddy-buddy with some humans and a faunus. Can't fault it for that, I made the same mistakes just a little bit later on when I knew my talons from my nostrils.

"Don't worry kid, everyone's like that at first. Things will star making sense soon." I scratched at the base of my skull and took a deep breath. "It's time to introduce you to a couple people you're going to be sticking with for the next long while. I'll be honest, I'm not the most serious of people but believe me when I say that despite the shit you may have endured with humanity and the idiocy of the beasts you once numbered yourself among, we are your allies."

I took a step forward and inclined my head to the beowolf in formal greeting. "Count yourself now among the Dusk, you're now a grimm that we can be proud of. You're among friends."

Raising my gaze again the grimm looked puzzled, but returned the gesture. Good enough, that was enough soulful-sappy for the day if I had a say in it and I did. Turning on my heel and led the beastie from his makeshift room to the rest of the house to say 'hi' to some more friends.

**/**

The grimm followed the 'human' on all fours, eyes rooted to her and narrowed. She was just above average height for a human, dark skinned, bald, brown-eyed. She smelled slightly of human and was wearing a black sports jacket and dress pants. Young. The wolf would have considered this person a regular (if formal) human under any circumstance and just passing her by. Only her words put some criticism to that assumption. She could be understood and spoke to the grimm with a certain amount of familiarity.

No human would associate like that. Yellow and Red had been 'amicable'. They were the type that _tried_ to understand the grimm with varying success, made that effort. They did not understand wholly and certainly did not identify with it. This woman spoke in different terms and the inflection was different. The meaning was different intrinsically. Not in words, it was inside the beast's head like a truth. Like information was directly being placed in its mind for consumption. It was oddly personal, not that the grimm particularly cared. As always its intrigue was overrunning any sense of caution. So it watched and followed.

Through a doorway it followed and found a room strewn with furniture in a loose semicircle looking at a screen mounted on the wall. On a couch sat two women while a man sat on a chaise lounge. The two women spared them a glance before finishing their discussion. The man pulled himself off of the chair and walked from where he was over on the other end of the room to stand near the couch, putting the three people in the room about ten feet away from the grimm.

"Y'know, you guys can be awkward as shit when formal." The woman said, but the beast _heard_ a moment later. "Either roll call or I get to subtitle your names as I want and we _all_ know that I'm the most creative of all of us."

"First why aren't you wearing a shirt under the blazer?" One of the women, a blonde said, her head leaning over the arm of the couch so she was looking upside down at the formal woman. Again there was that delay where the beowolf knew something was being said and actually hearing it.

"_Sports Jacket_ you swine." She huffed dramatically. "And because why not. It's a beowolf not a pubescent human or faunus it doesn't give three shakes whether I was buck naked or veiled. The slightly formal attire is to inspire some false…"

As the two bickered in a highly sarcastic tone the man rolled his eyes and met the grimm's eyes. "The name's Jophiel. Your escort there goes by Njala but that's an alias. If you want her full name prepare to pull teeth." Njala then stopped talking and made a pointed look at Jo, making him laugh.

"Raven." The brunette on the couch said. She had a striking resemblance to Yellow, forcing the grimm to tilt its head and peer at her. Sniffing the air there was no resemblance in scent, so… That was a bizarre image. More oddly what she said after that was completely incomprehensible aside from a few words. When she was finished the wolf titled its head in the universal expression of 'what', and the woman simplified. "The Human."

"Call her Myou if you're feeling lucky." The last woman added. She was white haired like White was, but looked to be a bit older, a 'faunus' adult. Possibly not. "The name's Gige, or 72-8. I live with Njala and am currently the second-youngest now that you've arrived."

"There's another that we count among our number, Ghato." Jo said, drawing the beowolf's attention again. "He's currently heading to Beacon to make a point and get your friends out of there." The beast approached slightly with a questioning grumble. _Friends?_

"The humans that have been helping you out." The man clarified. "The academy is going to be experiencing a little bit of a disruption. Nobody who shouldn't get hurt will get hurt. We're just making a point of things for now."

**/**

"Fine, call me Ghato." The red haired man said after finally having enough of being pestered for a name. He was peering through some bushes at the main tower of Beacon with yang only a few feet behind. She seemed mollified since she stopped asking what his name was. _The whole 'secretive' thing doesn't really work when people just got to know everything, huh. _"So did you message your friends?"

"They said they were being guarded by Atlesian nights."

"Well get them to break out and head to the north end of the campus proper, we're on a schedule here." Ghato replied, standing up and cracking his knuckles. At his back was a modified bullpup marksman rifle of indeterminate make with a modified stock and barrel. Something about it, possibly the bloodied crosshair decal that was on the inside of the scope cover, said 'headshot'. Something he was proud of but Yang thought looked just a little bit cheesy. It was like having 'headshotz' etched into the side of the barrel.

There was a distant sound of shotguns and the crackling of ice which raised the readhead's brow from behind his mask. He turned to look to Yang who was grinning. "That's them?

"That's them." She confirmed with a smile. Looking up to the floating spheres in the tower her grin faltered and her expression soured slightly. _They're here now._

**/**

"They definitely heard that." Blake said as she observed the bullet holes and general cataclysm which was their room. The knights were all dead, parts of their internal circuitry visible through the gouges in metal that Crescent Rose, Gambol Shroud and Myrtenaster had carved in the short scuffle. Ice and ballistics made short work of their guards but they were most definitely louder than they wanted.

"Everyone heard that, I'm more worried about the fact that we don't know what that means." Weiss said darkly as she sheathed her rapier. "We need to find Yang."

"She's still on campus." Ruby piped up, turning her scroll to show her teammates, though she turned it back before they could actually see what was on the screen let alone read it. "North side, she says that we need to do something… Uh… Then she mistyped a few things and I can't read it but she's here!"

"Then let's get going." Weiss said, leading the way out of the room followed by Blake and Ruby. All three were happy that Yang was safe though each had different thoughts on what that meant. Why had she needed to run in the first place? Why had she come so close to the campus? Why was her writing unintelligible?

At least the answer to the third question was found when a neat circle of Knights was seen just outside the rim of the greenery. Each had a need set of three bullets in the chest slightly to the right, all in roughly the same spot. There had been a fight, and as the three looked to each other they knew that Yang hadn't been the one to-

"Ah, finally someone said, walking out from between the bushes, collapsing their rifle and placing back on its position at their thigh. A man with a grimm mask followed by Yang approached them and inclined his head to the group of three. "Took you long enough. Time stops for no one and we have a tower to climb."

"Uh, wait, who are-" Ruby was about to ask but Ghato cut her off.

"Ghato, friend of friend, that friend is your beowolf pup, yes I know where it is, no we're not going there now, yes we need to do this, and yes you are coming once we are done, no it's not hurt anymore." The man listed off quickly. "Any questions?"

"What are you?" The team leader asked. Peering intently at his face.

"Uh… Eh…" The sounds he were making were combinations of 'I wish I could answer but no', 'please don't' and 'ehhh'. "A dude with a mask."

"That's not a-"

"Can we please just put the god damn cog in the god damned gears so we can get off this god damned cliff?" He finally said, exasperated.

The four nodded.

"_Thank you._" Ghato said appreciatively though the edge of sarcasm could be heard. He saw the confusion in the eyes of the people who hadn't been explained at yet. He ignored it. "We're breaking into Ozpin's tower. We're going to put the Jade cog into the mechanism which sits over his office and that's going to do something. Then we're good and we can leave. Hell, we can fly if you want."

He started walking towards the complex of buildings and was pleased when the sound of footsteps picked up behind him. _Good. They'll walk to the edge, let's see if they'll jump_.

"How do you plan on getting into the building unnoticed?" Blake asked.

"I don't. That'd be pointless since you four are now wanted and it won't be long before every huntress teaching at this academy has their eyes out for you. It's going to be faster to just try and bludgeon our way through with uncaring."

"You say that like it's a plan."

"Ah Miss Schnee, but it _is _a plan. It's called the 'psyche I'm actually here to molest your gears' plan. Unique, one of a kind, grimm fabricated and jointly executed."

"You're a grimm?" Blake asked.

"I'm damn sure I said no more questions or at least implied it."


	6. OLD (NON-CANON) CHAPTER 19

**AN:** We've hit 50k words!

At least there weren't any more questions being asked.

Ghato and his entourage entered the school proper with little resistance. The students who had been out on their missions had returned so despite the fact it was class time a few wandered the halls. They watched with varying amounts of interest and apprehension as the unknown man with the mask lead first years through the halls. It seemed like something you pointed out to a teacher 'just in case'. Many of them did.

Eventually the sound of people yelling 'halt!' echoed along the arching corridors to the five of them. The man leading them didn't deviate from the path in an attempt to shake them off, instead he just started to jog.

Team RWBY was speaking amongst themselves quietly as they matched pace. Their attention shifted constantly from the now ominous doorways and shouted commands to their shepherd and their words wandered similarly. They were now cooperating, even facilitating the actions of someone that the Council would dub a terrorist. Yang was punished for just trying to help the Grimm live, doing something like this…

"We aren't going to be coming back to Beacon, are we?" Ruby said aloud, the question mired in its own sense of inevitability. She sounded tired, but more so than that she seemed to be certain. It was only the vestiges of hope which made that question serious.

The masked man looked back at her but offered no opinion. In his stead Yang spoke.

"I think we would've been forced to leave this place anyways." She clenched her right hand in a fist so tight that the leather of her gloves creaked in protest. She opened her mouth to say more but closed it again. _Not right now._ "They're not going to let us go easily either."

Weiss glanced over to the blonde and her brows knit together. "What do you mean?"

"Not now ladies." The masked man called over his shoulder as they approached the lift which would bring them all the way up to Ozpin's office. A clear tube which would scale the side of the tower… And would be in clear sight of any passing individual. Hardly ideal, but it was a way up.

For now he was more concerned with the girls becoming despondent. Or bickering. No good would come of them discussing the 'why' of an outcome they already knew, their departure. At least now they'd be doing it free and alive, as opposed to forfeit and in chains as the behest of the Atlesian admiralty board. He thought about pointing that out but it _might_ put more fuel on the coals.

"Yes _now_, and we have names!" The heiress said, her footsteps slowing and threatening to stop. The man sighed and rolled his eyes. "We don't even know what we're doing and you're bossing us around!"

Blake intervened, stepping towards the Schnee. "We don't have much of a choice for now, do we? We don't want to get caught and this man knows something about the beowolf. Let's just see how things go for now."

Weiss wasn't pleased with that reasoning, she could tell Blake wasn't happy with such an excuse either. But they both looked to the oldest member of their team and found that she was trying to calm her breath and control her shaking. They met eyes again and knew that even if they didn't understand all of what was going on Yang had her own reasons. And they should follow a member of their team.

Ghato decided to lay of the criticism for the time being and just took the first few steps towards the elevator call button. As he pressed it a gout of flame rocketed towards him at a considerable speed. The arcing fire was pierced by a few shotgun shells worth of shot before all was blown back by a sudden gust of wind. The fire dispersed and the pellets fell to the ground harmlessly while the breeze cooled off the heat produced by the flame.

Oobleck and Peter Port stood with their weapons drawn, focused on the intruder.

"Get in the elevator." Ghato said as the lift opened and made a dinging noise. He waved the four over but they hesitated near the door. "I'll meet you up there, this won't take long."

Three entered swiftly but Ruby lingered for a moment. "Don't hurt Oobleck." She asked quietly before following the rest of her team. The doors slid shut and the lift began the slow ride up to Ozpin's office leaving the masked man to face two Hunters.

"I recommend you stand down young man." Port warned in a menacing if overconfident tone. He took a few steps towards the masked man with his blunderbuss at the ready. "You are facing one of the _most_ accomplished hunters to have ever had the honor to teach at this academy, as well as his cohort."

_Is this old fop considering himself a threat?_ Ghato wondered as he crushed the call button for the lift to prevent someone from chasing team RWBY by any normal means. He kept his rifle collapsed at his side and watched Port. He was just blowing off steam for the most part, somewhat boringly really. Oobleck was much more focused and was attempting to stare down the man through his mask. It wasn't really working since he looked like he had ran a marathon and somehow unseated most his clothing in the process. _So an a boisterous old man and an Oobleck. Interesting._

"Port, focus. This isn't someone you can boast into submission." The green-haired man warned his friend. "Focus-"

"Sorry, I don't have time for the two of you to coordinate." Ghato said in an amused faux-consolatory tone, lifting a hand up towards the ceiling. The two men went on guard but were still unprepared for the twisting of air that stole the oxygen from their lungs. "Be careful not to touch your chest by accident, I hear that kills people."

All the air in the room collapsed in a moment, burning against itself in a twisting torrent of air before expanding and contracting twice. It happened so quickly that the air itself warmed to the point of glowing, glowing and sparks of static leapt from one point to another. Finally the air refilled the room and electricity crackled through walls, electronics, and people. It was like a small lightning bolt when both men were struck and launched backwards into the air.

It wasn't a massive collapse of air, only about the same volume as a competitive swimming pool into the size of a semi truck. Enough to create a surprising amount of static but not enough to kill, only jolt. As the men rose back up to their feet they were greeted by the sight of the bank of windows far above their heads shattering into fine dust, a massive falcon narrowly escaping through the hole.

Oobleck found his hands and feet numb and struggled to stand. He wasn't hurt so much as worried as to what was going on. The beast he saw flying out of that cavernous room looked like a mythic beast, four wings, red spine and feather edge, black underbelly. It looked like the god of an old religion and was the size of one. _How in the world…?_

_**/**_

"I assume that you didn't come alone?"

Ozpin's voice seemed almost tired when it reached team RWBY after the doors to his office opened. He was sitting at his desk with fingers bridged, obscured eyes peering over the tops of his knuckles at the group of four. He always knew that they would exceed his expectations, do things he himself could not, but this wasn't an outcome he had been expecting. Something which amounted to betrayal.

The four stepped through the doorway. Weiss, Ruby and Blake kept their eyes on him cautiously while Yang did the exact opposite. She peered up at the clockwork above and through it at the translucent spheres above. She could almost feel the happy hum of the clockwork part hidden in her side pocket when she found a gear that wasn't turning because of the small space which separated it from the main mass of clockwork. That's where they needed to get to. There was just the small problem of the thick glass which separated them from it as well as Ozpin.

"Tell me, why have you come here? I find it hard to justify believing that you are going to be complacent in my requests of leaving. What do you want?" There was an edge in his voice.

None of them really knew aside from Yang but the opportunity to get answers from him was welcome. There was a question of whether or not he would answer them truthfully but… They had the chance, they'd make use of it.

"Why did you send Glynda to kill the wolf?" Blake asked. She had been wondering about how Glynda had known about Yang's sparring with the beowolf. only from the tower would you even have a remote chance of seeing it, and the headmaster spent most of his time here, while Glynda was most often down in the campus. "You must have known something was amiss with the grimm, why didn't you trust us?"

"My obligation is to Beacon and the people of Vale. The difference between any grimm and that beowolf was a consideration of age and interest. It would have used you all to form a basis for understanding us, then killing us." Ozpin stood and the team drew their weapons. He ignored it and walked to the window. "It may be well known that Ironwood and I disagree on many points, however," he turned and looked at the four. "when there is an imminent threat to my students action must be taken. Even severe action."

"Why were you torturing it?" Yang asked, her voice tense. She still didn't make eye contact with Ozpin and kept her eyes trained to the window he was standing by. She said nothing more, but her eyes smouldered with a certain amount of hatred.

"Destroying a grimm of that age is not a simple process." The headmaster began. "They resist all mortal wounds that would instantly dispatch a lesser beast. Loss of limb or body is a temporary inconvenience for many of them, and as you saw your beowolf was part of that group." Ozpin motioned with a hand a stabbing motion. "You need to convince them of the futility of life, a skill which I am cursed with through my semblance. It's a cruel process but necessary."

A few short beeps drew Ozpin's attention to his computer for a moment and he read a note before his eyes widened. He turned in time to see a massive bird the size of a gunship floating in the air behind him. It brought its wings back before swinging them forwards.

_Protect your friends, Schnee._

Weiss erected an ice barrier as a gust of wind like a missile pierced through the window near Ozpin and exploded in the center of the room, creating a massive pressure wave out in all directions. It shattered all the glass and buckled some of the sheet metal that sided the lift exit.

Ozpin used his aura to absorb the bow shock though he needed to lean in against the force to prevent himself from being ejected through the open windows. When the air calmed the sound of blowing wind howled through the gashes in the side of the office like a sick dog's howl. Weiss dispelled the ice barrier and cast a glyph on the ground, launching her and her team into the air and into the clockwork mass.

"The gear goes on the northern side!" Yang called as she pulled the item in question out of her pouch and swung around a lever to the place where she saw the space. As she arrived the gear began to spin at an alarming speed and all the cogs and gears started moving. Suddenly the footing became treacherous as smooth brass began to turn in unpredictable ways.

"Which way is the northern side now?" Ruby asked, ducking under a swiftly-moving pendulum which was now horizontal as opposed to vertical. The platform she was standing on started to shift until suddenly it was splitting into two different but similarly-sized pieces of metal, flexing and turning in opposite directions. "Because everything is moving and nothing is making sense!"

The headmaster watched in similar surprise as the simple clockwork motif above his office coiled in on itself. He suddenly understood what it meant to be under a powerful illusion because he couldn't believe what was going in in front of his eyes, but simultaneously was powerless to deny its reality. He moved to the centre of the room and stared up, mesmerized by the workings.

"Don't tell me even you didn't know." Ghato said, appearing on the edge of the window sill, arms crossed, his voice mocking. He stepped across the shattered glass and detritus with his hands in his pockets, smile visible as his mask was dispelled. "How long have you been teaching here that you didn't know that the King's Sigil was sitting dormant over your head?"

The man went from wondering to serious in the span of an instant.

"The Sigil was destroyed." He stated with venom, turning to glare at the intruder.

"Misappropriated." Ghato corrected, lifting a hand to point to the mess of a mechanism above them. "Man found something they didn't understand and decided that they'd just fuck with it. Put it on a big tower, lose some of the parts so it didn't work, forget they put it there in the first place…" The man trailed off as a clock's bell rang once. It wasn't the headmaster's semblance, it was coming from the device above them. "It still won't work, but it can look like it does. That's the half-assed nature of your great-great-great-great so on and so forth grandparents. They were smart enough to put together something which could shit on their enemies and themselves in one fell swoop, but forgot to make it robust enough to survive _them_."

The hunter went quiet for a moment as he watched the four women climb to the top of a weapon nobody alive was left to understand, human or otherwise. Books from antiquity which were as rare as they were old spoke at length in metaphor about it. They were overly dramatic, claiming that such a device could cut the world in two, but they were always the topic of wonder. What did they look like?

A clockwork insanity, apparently.

Team RWBY was working to keep themselves oriented as they scaled the metal tower which they were fairly sure had a mind of its own. It continued to fold out of itself until it was about half again as high as the tower was. Blake stuck with yang to help her scale more quickly while Weiss and Ruby started to race each other to the point in the distance above.

After ten minutes of climbing they were finally standing at the peak. Callouses worn and breath short the four stared out over the edge of the cliff and down into the city of vale. The afternoon was still strong and the sun hung high in the sky but a cool breeze kept them comfortable after the climb.

Yang looked down at her hand to see the artefact spinning contentedly in her palm, insane rotation stopped now that it had done its job. She looked around to see if there was a place for it anymore and saw those same to gears from before slowly coming together on their own now massively displaced from their original position. She looked down again at the gear and it spun again until she closed her hands around it and it warmed.

_Huh. I guess I'm keeping you._

The sound of flapping wings like a nevermore caught their attention as the nevermore-like grimm from before flew up to the top of the tower and started to circle around it slowly. The four watched as the quad-winged bird flew in a lazy round banking slowly before making a sharp turn and flying near the tower vertically like a fighter jet. The four looked at each other and shook their heads at the insanity they were about to perform.

As the grimm passed each of them flung themselves through the air and landed between the front pair of wings, grabbing hold of ridges in the armor there which protected from the wind. The grimm leveled out before rising up higher into the air and banking slightly so they could easily see the kingdom of vale now over a kilometer below them. Each smiled, some grinned, all laughed as the air whipped around harmlessly. Weiss pointed to the brass tower now sitting a crown above Beacon and shouted into the wind to point it out to the others.

All saw the light glinting off of it like a golden blade forged from the ground. It was a remarkably cathartic thing to see after the insanity that was: escaping from their school, breaking into the headmaster's office, climbing what felt like a living tower, riding a giant flying grimm the size of an airship. They were leaving a lot of things behind but this… This numbed the sting of loss for now.

High winds, bright lights, small kingdoms… It was easy to take a deep breath of the cleanest air they'd ever breath and be happy for a while.


	7. OLD (NON-CANON) CHAPTER 20

**AN:** A slow chapter, but a necessary one.

"It's good to see that nobody was harmed on your escape." Said Jo from his position standing in front of team RWBY. He wore a gray suit with red paneling, his hair a dark steel color with yellow accents at the ends of a ponytail that reached down his neck. A sharp-looking man, though the splashes of color and half smile that was held in his eyes lessened the severity of how he held himself. He had offered to do the explanation since the rest of his cohort tended to be bad at getting to the point when necessary. Or explaining in a manner which made chronological sense. That was something that their age had not fixed, though it was difficult to keep details over the course of centuries from becoming muddled. "I assume you all have questions that you would like answered sooner rather than later, yes?"

All four nodded and Blake raised a hand slightly in front of her in standard classroom style. Jo nodded and she spoke, "Are you grimm?" An obvious question, but one that needed a definite answer.

"We are _beings_ of Grimm." He emphasized. "We share the same origin as many of those you have fought before. Time has made us different, however we are all under the umbrella term of 'grimm'." He nodded towards Gige who was sitting with her knees up to her chest watching the proceedings. "You would refer to us more specifically by what we are, so Gige as a Cecaelia for example. Grimm is as unspecific as referring to you as mammals."

"How old are you?" Ruby piped up second, raising her hand high above her head.

"Old." Jo said simply. When the woman in black and red seemed dissatisfied with the answer he elaborated. "There is a range of ages. The youngest is your beowolf friend, and he is anywhere between five hundred and seven hundred years old."

"Uh, old for your 'species'?" Ruby clarified, uncomfortable with using the word with someone who obviously wasn't an animal. He smiled despite that and nodded. "That's what matters, right?"

"It does, that's a more relevant question." He agreed. "All of us are ancient for a particular species, one might call it relative age for accuracy. It still remains that all of us are older than your wolf and many dozens of decades older than you, but all of us are ancient in our own right." Seeing some confusion as to how that mattered in the others he continued. "Your beowolf is old for his own kind but still young for a Goliath. At its age it would be no more intelligent than any other goliath, making it a soulless being."

"Why do you look like humans?" Weiss asked, next in the line of the couch.

"Intelligent grimm have high control over their form. As Ghato showed you we are able to change our shape rather swiftly and radically. Eventually we become proficient enough to affect small details until eventually we could pass as a human or faunus without meaningful differences." He continued after a moment. "It requires significant amounts of practice however. The wolf will take decades to sculpt itself into a rough human form, and then into a passable one."

"Why do you have souls?" Yang asked, slowly and with a sour look on her face when she was done asking. She faced the floor slightly while looking up to Jo as if he'd be mad, but he understood why someone might feel awkward asking that. It had the chance of sounding offensive. The rest of team RWBY, while curious themselves, felt like chiding their oldest member.

"Age, mostly. Exposure to humans, evolutionary changes. Many factors, but ultimately it requires someone to live particularly long and develop adaptions in their thought processes." He explained as if it was simple. The process took years though, and was anything but an easy process.

"And different grimm have different requirements?" Ruby asked, and received a nod in response.

"Why are 'young' grimm antagonistic towards humans?" Blake asked. "You aren't later, so why when they're young?"

The man smiled a half smile but offered no immediate answer, shrugging. "I can't tell you right now because it's something which you will learn, not be told. In a contrived phrase the grimm hunt human emotions to rebuild the sense of self that was lost for them."

A long pause this time. Jo hoped that he wasn't being too evasive, though the fact they didn't look satisfied meant that he might not be hitting the mark with his answers. It's probably why he wasn't a teacher… Aside from the normal difficulties of establishing credentials when you have no birth record and so on.

"Well, what happens next?" Ruby asked after a slightly awkward moment of silence. "We can't go back, and we might be wanted by the Kingdom. We don't have anywhere to go, really."

It was a sobering but necessary thing to point out. They didn't have anywhere to go, and currently there weren't any solutions. They were hiding in a room filled with people they thought were mindless animals a month ago, and now seemed like decent people. It left a weird taste in the mouth to be hiding with what they had been taught was the ultimate enemy of all mankind.

"If I may cut in." The bald woman said, standing from her seat and moving to where Jo was standing. "And I will of course because I lack manners," The man took a seat shaking his head but obviously happy that the spotlight wasn't on him. "you can stay here for as long as you want since you were looking after the pup. It was our responsibility and you fell into things. Shitty, and I'm not sorry because I didn't _really_ do anything wrong, but I gotta help anyways."

"Not to be rude but… There are already five people and a beowolf living here…?" Weiss said, unsure if there would be room. Njala laughed, not mockingly but a bit embarrassingly.

"This is my house, and I only suffer Gige. These people have their own burrows to dig around in so there is enough room for the four of you if you don't mind me buying two large beds and sticking two in each." The woman explained as she leaned back as if to sit on a stool. Instead she started levitating in place and resting her neck on bridged fingers. "There will be room. Neither of us eat so you have free reign of the kitchen so long as nothing burns."

"But what do we have to do?" Ruby asked, insistence in her voice. She felt that there was something odd about this. The man from before didn't explain everything and said they'd 'learn things'. What did that mean? This wasn't just a retreat.

"Simple." Njala raised a finger and waved it side to side once. "One thing, not difficult, call them field trips during your own extended hiatus from school." She leaned forward and smiled at the group of four. "In our overt innuendos and subtle seduction of your minds we're trying to prove we're good _people_. We have some expeditions for you four that involve the wilds and some ruins. Nothing dangerous, and not in a 'we can kill it' way, perfectly safe for a baby in a self-guiding go-kart."

"And in seeing these things you want…?" Blake trailed off.

"Allies? Friends?" Njala said, almost questioningly. "Humans and Faunus with a sense of historical context? We haven't thought this through that far since we decided approximately six hours ago to extract your asses from the grasp of a subtly megalomaniacal headmaster. That amount of impromptu improvisation requires a certain amount of shortened mental focus for the long te-"

"Shut the _fuck_ up." Gige said finally, waving Njala over so she would sit down. "What she's trying to say in jabber-language is that we aren't sure yet. We want you to understand things and that's about it, but we want you to actually understand, not conceptually get it from Jo lecturing for an hour."

The dark-skinned woman shrugged and accepted the explanation, walking over to Gige and plopping down beside her.

Pre-emptively determining the silence that would come when nobody rose to make any statements Gige reached for the remote to the TV and turned it on to the Vytal news station. Inoffensively it started off with the weather across the continent. Things turned quiet but since nobody had anything else to focus on everyone just stared intently at the screen. Soon it would switch to the breaking news and then…

Njala was probably going to pop some popcorn for the endless spectacle that was the man on TV complaining about the sky falling. Every time something went wrong it was a conspiracy by the council or something. One could almost see the days being drained from his health with all the negativity he purveyed.

When the opening jingle started she stood from the couch and asked if anyone wanted popcorn. Gige nodded and the girl's on the couch looked at each other before shrugging and nodding. Jo waved his hand in no thanks and the Beowolf looked more interested in its scroll. Njala made a mental note to leave the girls with the pup so they could catch up. _Only thing the kids have and it doesn't talk or do tricks. _

Shaking her head she walked into the kitchen and pulled out the popcorn kernels. It was the one thing any of the grimm ate with some regularity. She had come across it thirty years ago at a stand selling it by the bag and had since come to adore the airy goodness. A jar with fifteen kilograms of it was kept in the back of her pantry _just in case._

By the time she was done popping there was a bowl so big it could feed the hungriest of aisles in a movie theatre. She carried it into the living room along with three smaller (but still quite large) bowls to serve them into. She filled one bowl and set it in Gige's lap, put another on Ruby's lap, and set one on the other couch in case anyone else was tempted.

Curling up beside Gige she sat down to catch the tail end of the opening 'monologue', the euphemism used for the ranting.

"… the question remains, how is it that neither our authorities nor the Atlesian military know what happened? Over the past couple of months we've had a compromised city square, we've seen dust-induced storm clouds over out Hunter Academy, Nevermores have had the gall to attack directly, and a massive grimm was seen flying over the skyline for five minutes and nobody was sent to intercept! We _still_ don't know what it is going on with the tower extension which just popped out of the top of Beacon and there are reports of property damage. And _now_," the screen switched over to recordings of Ghato breaking through the ceiling of the main atrium in Beacon, "we have proof that the Academy is hiding things from the public. _How_, how in the world did something like _that_," the image zoomed in to the back of grimm mask, "get into one of the safest institutions on this half of the continent?"

Njala pulled a piece of popcorn out of her bowl between two fingers and smiled as she waited for the switch to baseless accusation start.

As the man started going off Ghato wandered into the room to say goodbye to all present. He spoke quietly to Jo who nodded and waved him off. Yang turned in her seat to see the man in, of all things, a delivery outfit for the local postal service. He had the same coloration as Fox, and his hair was about the same color if a bit brighter. _That isn't a common combination… Explains the full mask and gloves._

He walked to the four and snapping his fingers to get their attention he leaned in between Weiss and Ruby's heads to grab a piece of popcorn. "You all are welcome for the ride, just remember that I am normally forbidden from doing that but _can_ be bribed." He flicked the popcorn up into the air and caught it in his mouth. "See you kids around."

"We're not kids!" Weiss and Ruby said in unison as Blake and Yang rolled their eyes. Ghato just flipped them off casually before making his exit. The same two looked offended before Raven cleared her throat quietly to get their attention. She had been sitting on the couch beside them that Jo was on and the Beowolf was behind.

"They're rough, but good people. If they flip you off or curse you out they don't mean it seriously. They will grow on you." The brunette said, meeting each girl's eyes one at a time. It was the first time she had spoken up since they arrived since there was an element of… Awkwardness. The four looked to her and three of them tilted their heads while yang blanched. Raven sighed but struggled to come up with a response.

"You have the _same hair as Yang_." Ruby said in a voice that bordered on horror while standing fully in adoration. "_She spent like fifteen years of her life cultivating it._"

"Uh." Raven muttered, not expecting that kind of response. "Yes, it requires some effort to maintain but-"

"It's not some, she wakes up two hours before the rest of us to deal with her hair when she can." Weiss said, distracted from her original query by the side tangent about hair. Now that they mentioned it the woman did have nearly the exact same hair. Very voluminous…

"Ah, there's you guys." Njala piped up from her side of the room, and Raven said a silent thanks to her for changing the quickly becoming awkward subject of hair when there was obviously more than that amiss. Yang looked to her left to see that the woman was almost completely done her popcorn despite starting with a startling amount of it. _What._

Everyone refocused on the television to see pictures of team RWBY with dramatic thick red text below saying 'wanted for questioning' and 'REPORT TO YOUR LOCAL POLICE SERVICE'. "If you see any of these four women do no approach, please dial 1-1-9 and report their sighting to the operator. The anonymous tips line is 8. The statement released with the images claims that they are involved in the vandalism of Beacon Academy property and that they will be returned to Academy care for the punishment."

"Ominous." Njala said, whistling a short spooky jingle. "Good thing there are no officers of the law in the vicinity to report the sudden appearance of all four suspects at once."

_What?_ Team RWBY thought in unison.

"Did I not tell you? I'm a member of the local force." Now that she said it she was fairly certain that she had neglected to state what her profession was.

As the news rolled on Blake looked across the backs of her teammates' heads to raise a brow. "How? Aren't there extensive background checks?"

"It wasn't _easy._" Njala emphasized. "It required a lot of forged papers and a lot of impressions of different members of Vacuo's legislature. I've nearly been caught _twice_, both during Vytal festivals when the Segeant tried to find people who remembered me. He seems content to look for embarrassing stories about his maybe-slacker best employee instead of monitor the festival's goings-on."

"Ah." Blake had a feeling there were more stories to be dug out of the profession, but left it for now. She glanced over her shoulder to the beowolf and watched as it stared intently at its screen. She looked over the change in armor and was impressed.

It looked a lot more flexible, and the way it held its arms meant that it had changed the way it was able to hold weapons. The shoulders and elbows not being encased in armor but padded further compounded the fact that it was likely it had had been actively thinking about this. _I wonder how much it has learnt. It's been over a week since our last practice session._

Weiss and Ruby were both consuming the popcorn by the handful as the news switched to international news, doing it more as something to take time than anything. There was a lot of time to think now, and they were both in their own way trying to lay down a roadmap for the future with varying success. Both knew they needed to get out of Vale, but where to then? Ruby thought Patch, Weiss thought the Schnee manner would provide some protection but she was loathe to return to that prison.

Yang, meanwhile, taking sidelong glances at Raven. She remembered her from what she _thought_ was a dream. It must have been a month ago when she remembered running into her and… Speaking? She didn't quite remember. It was definitely bizarre though. An identical twin with differing hair. Something wasn't right about that, and it created a lot of questions for her which she wasn't going to ask in front of everyone.

Everyone had a 'something to do' in their mind, some planning for the short term, others for the long.

For now, there was a fresh start. Where that would take them… That was in the hands of others for now.


	8. OLD (NON-CANON) CHAPTER 21

**AN:** Short chapter today thanks to family obligations. This is the opening for the next short arc, the Cecaelian Waters!

Over the next couple days Njala had gotten together what the four needed as basic necessities.

The two beds were easy to find but hard to fit into the room thanks to the size of the mattresses, but after an afternoon of moving things around and eventually removing _everything_ they were in place. The team would have to sleep two to a bed but they were rather large so they wouldn't be cramped for space. When Blake asked Gige why they hadn't just bought four smaller beds the hostess shrugged.

"She decided the big beds were needed, and no decision she makes is particularly well thought out. She probably just thought it was better." The blonde shrugged. "Almost all her decisions are like that."

Sleeping quarters arranged the next question was clothing. They could order take-out for as long as they wanted so groceries could wait, but cleanliness could not. They decided that clothes would be bought the second day they were there but the question was 'how'.

"We'll just buy whatever and if it fits it fits, if it doesn't we return them."

And with that Njala determined the course of action. She saw any attempt of sneaking them through the city for clothes to be horse-hockey. A great game of stealth to keep anyone from noticing them? Yes, altogether a good idea? Not particularly. So the woman came back with four piles of clothing. White clothes, black clothes, yellow clothes, red clothes. She had just grabbed things which matched the four's general aesthetic and rang them up.

Setting them in the hands of their corresponding person she spoke. "Red for Ruby, Yellow for Yang, White for Weiss and Black for Blake. I'm not going to hold a knife to your throats if you think that you want another color shirt so knock yourselves out trading. Just don't take any tags off of the stuff you are physically repulsed by."

The four nodded and were waved off, heading to different rooms to go through their stack. In thirty minutes they returned to the room with the clothes divided into two piles. The stuff they wanted they set aside, the stuff they didn't they put in the centre. Another fifteen minutes or so of trading, hemming, and hawing, they made their final deals.

By the end everyone had more than enough clothes for now.

"I must admit, when you reappeared I was hoping a sudden tooth-and-nail bartering session would start." Njala said, disappointed, as she collected the extras and bagged it all. "Reality TV shows crashing my hopes of real-life excitement once again."

"We're not savages." Weiss said indignantly, though slightly smiling.

The hostess sighed once more and departed leaving Gige and Team RWBY together. The woman stood and rolled her shoulders before asking a bizarre question. "Do you all want to head out to Oxhead?"

Three of the members looked to Blake who tilted her head slightly. "You mean the lake on the other side of the valley?"

"As opposed to the one mounted on the wall, yes." She agreed, waving to the blank space between the television and a window. "Call it the first of your field trips in and around Vale. There are some grimm there but they should leave us alone in our number. I haven't been in the water in a while so…" She stretched her arms behind her back then across her chest.

"Isn't it just a lake though?" Blake asked, brows creased. _Hopefully nothing in the water._ Baths were fine, so were showers, but the cat faunus was not too hot on the idea of having to dive deep underwater. She'd stick to the shore if that was the case. "What's so important about it?"

"Under the water-" Blake's ears flattened against the top of her head, "there are some younger grimm that are from the same family of me, the Cecaelia. They are reclusive and a fairly restrained group of people that will not attack unless provoked."

"A few questions." Ruby said, raising her hand high above. "I don't know what a 'Cecelia' is, but I'm guessing it's a fish so how are we going to… y'know'… Breathe?"

"_Cecaelia_." Gige corrected. "I can create a field of exclusion that you four could breathe in. It isn't difficult for me to do though it will be an intensely odd sensation from what I have heard. It can be difficult to tell which way is up so vertigo may be a problem despite standing upright."

Vertigo and Underwater. Blake wasn't sold on it but Yang and Ruby were interested. Weiss was more interested in swimming than anything. She didn't like flinging herself about like the rest of her team did on occasion. Yes, she did at times accelerate at a speed using her glyphs but it was directed, purposeful. She was not made nervous by sudden movements she couldn't control. Or, more accurately, she wasn't going to admit that.

"Why do you want us to meet them?" Yang asked, curious. She trusted the woman since she had been honest with them and quite generous. She didn't go out of her way like Njala did but she was a lot less energetic on the whole so she was easier to be around. The fact that she was sometimes a bit distant, and had an odd sarcastic tone at times put the brawler on edge. Nothing was suspicious, she just seemed like the type of person who would actually get you into serious trouble, while Njala would get you into mischief. "We get that you guys are nice but didn't you say that younger grimm still have a serious thing against humans and faunus?"

"Usually." She admitted as she left the room. "But even an animal has respect, and the Cecaelia are much more intelligent than your average beowolf. I can guarantee your safety, though I can't say that you'll get there and back untouched."

"What do you mean by that…" Weiss trailed off as Gige exited the room and headed up the stairs, her footsteps getting quitter and quieter. The four stood and thought for a moment before Blake picked up her clothing and shifted through until she found a form-fitting microfiber shirt and matching shorts. She had held onto it for exercise wear but…

She held the pieces up for a moment. "Did you all get something like this?" The others looked and sorted through their piles to check. Everyone did but Weiss, who remembered getting one but discarding it.

"What, it was a pure- white thing and too clingy! I wouldn't wear that in the water anyways, it'd just be transparent." She argued when the others looked at her dryly for her decision.

"The stuff is opaque wet you know." Yang said in a sing-song voice to tease Weiss while the rest helped her find something she could actually wear and not spend an hour drying off in after the fact. By the time they were done and everyone had changed Gige was ready for them near the front door.

They were all happy to get out of the house. It had everything they needed to be entertained for a while, but eventually they started feeling a bit stir crazy. Yang was used to getting out of the inside and into the fresh air several times a day, Blake spent most of her time outdoors too. Ruby and Weiss not so much, but they could feel it creeping up on them.

But… It was still only a couple of days since their admittedly very flashy escape from Beacon. And they were just going to walk out the front door? And how were they supposed to get out of the kingdom without being seen?

"Yes, I have thought this through." Gige said,a as if reading theirs minds. She was wearing a red blouse with vertical two vertical yellow stripes over the left side of her chest along with jeans. She did not at all look like she was going swimming so there was some doubt cast on whether she had done as she said. "Jo works as a sightseeing pilot out of the North Side not far from here. He's going to pick us up from here and drive us out to the helipad."

"What if someone's watching the house?" Yang asked skeptically.

"They have Njala as one of their officers. I doubt they have a high chance of tracing you four here." The woman walked over to a nearby window and parted the blind slightly. "And the hedges are tall enough that unless they were literally sitting in our drive way they couldn't see you enter the car."

The five were picked up shortly and were in the air with no hiccups within twenty minutes. The transport was a modified bullhead, designed to look a bit nicer than the steel gray and with wide windows in place of the sliding doors on either side. It was a picturesque ride over the city's edge and through the mountains into the next valley but it felt less exciting since they had ridden on a giant bird. It was a nice experience nonetheless to see the slope of the mountain range race down to meet the grassy fields below.

Oxhead was one of the larger lakes in Vytal and was often debated on as being a potential spot for another settlement. It was a beautiful lake that was over 500 kilometers in length and supposedly one of the deepest in the world. Discussions were often closed by the simple fact that the density of grimm was too high and it was too open. A single herd of Goliaths would be able to, in a month or so, circumnavigate the ranges to the lake making it especially unpleasant for long-term developments.

Short-term was slightly more useful. Some cabins lodged high in the mountains or built almost like bunkers under the soft soil survived, though they were risky. As such the flights into and out of the mountains became a necessity, and then a tourist attraction.

The airship flew low over the water to approach the eastern shore before hovering just off the uneven and rocky ground. Gige shouted a 'thank-you' over the noise of the whirring engines before stepping onto the rocks and letting out a long sigh of contentment.

Team RWBY followed and waved goodbye as the bullhead lifted off before looking towards the water.

And it was the most bizarre experience.

The bullhead had approached from up high so while the lake had looked large when they looked out the window they didn't realize just how big it was. Standing on the edge of it and looking out it was impossible to see the other shore. There was just blue and a few waves sloshing about, giving it the illusion of being a second ocean despite the fact it was most definitely on land.

Blake caught sight of Gige walking along the surface of the water fully clothed, the waves swirling around below her in lazy circles and lifting slightly up and into the air. She could be heard giggling to herself softly until a few grimm masks popped up out of the water inquisitively. She knelt down to the ground and motioned with her finger. Right as the rest of the team focused on her something jumped out of the water and grabbed Gige around the body and pulled her into the water, the woman laughing in joy all the while.

"Did she just get eaten?!" Ruby cried, scrambling towards the water.

"Probably not." Yang said, scratching her chin with a finger. "Since she looked to be enjoying herself."


	9. OLD (NON-CANON) CHAPTER 22

It didn't take long for Ruby to notice that there was a steep drop-off. She was splashing through the shallow water before suddenly her foot didn't touch anything and she keeled over forwards into a short and unexpected belly flop. Yang took off the overclothes before giving chase only to suffer a similar fate despite her arms pinwheeling backwards. The small breeze not enough to fight gravity as she too fell face-first into the water but managing to gulp down some air so she would be fine.

What she was greeted with was a sight of the deep. Below her distant rocky spires reached up from the depths towards the sunlight which softly pierced the surface on broad rays. The water was empty, clear and dark except from the rocks and the odd bubble that rose up from somewhere below. She cut her observations short to rise up out of the water and take a deep breath. She waved the rest of her team over before diving back under to look for Ruby.

It didn't take long to see the younger sister. She was paddling away underwater with wide eyes, somehow getting enough oxygen before falling that she could putter around comfortably. She was swimming towards one of the spires with purpose. Yang moved to follow but not before turning to see just how steep the underwater embankment was.

A cliff, effectively. The pebbles sloped down to a smooth rock face which quite literally was a dead drop down and out of sight. It had worn ridges at regular intervals that looked deep, like slots. The edges were so eroded that it was unlikely anyone had done anything here recently. _This might have been one of the old settlements…_ She thought to herself, remembering from history class that there had been attempts to settle elsewhere during the founding of the four kingdoms.

Turning she swam after Ruby, rising for water thrice before finally catching up above and diving down to meet her. Ruby was distracted and looked giddy, something which Yang want to ask her what was up but the lack of air and prevalence of water made that a bad idea. She just followed Ruby's gaze and saw that Gige was playing with some octopuses. Well that seemed not exactly the right word.

They were probably about fifty percent octopus, give or take, and fifty present human-like. From the waist down they had tentacles like an octopus or squid, and their upper bodies had a distinct torso, arms and head. At their distance away they were fairly clearly seen. They weren't as tall as Gige was, so they were about Yang's height from head to tenta-toe and swam around at surprising speed. They would latch onto an arm with their tentacles and tug slightly before letting go and swimming around at high speed.

_That's actually kinda cute._ Yang thought to herself before rising back up for air. As she took her breaths she turned to look around the lake. She was a ways out from the shore but she still couldn't see the opposite end from where she was, not by a long shot. She could see that the rest of her team was now in the water, Weiss apparently arguing with Blake who was kinda splashing. _She knows how to swim, right? Hm. Well, she's made it that far, she's probably fine._

"Just keep moving your arms!" Echoed over the water in Weiss trademark tone and Yang nearly sank back under the water. "Just because you're a cat doesn't mean you can't swim!"

"What's up?" Ruby asked after she bobbed out of the water and took a huge breath of air, her supply finally running out. "I heard some splashing and thought I better breathe and check what's going on…" Yang couldn't help but smile at her younger sister's enthusiasm. Lifting a hand she pointed out towards Blake and Weiss, treading water with one arm.

Right when she pointed Blake and Weiss hit the edge of the shallows and Blake disappeared. Yang had misjudged the distance since Weiss hadn't been swimming with Blake, she was trying to get her _to_ swim. After Blake splashed up a few feet away shouting her hatred for swimming Ruby sped over at full speed using her semblance. Not something she normally did swimming because it was harder on her than running thanks to the drag, but it was still effective. The spray of water reached high into the air or was shot sideways, almost slapping Yang in the face with the force of the water. She sputtered as some of the water got in her mouth but thankfully it wasn't salty.

She thought about chasing after Ruby but it would take her a while to get back there. She debated chasing after anyways until the water below her startled to tickle against her toes. She looked down and saw that one of the things which had been playing with Gige was now circling around her. A tinge of worry nipped at the back of her mind since it _was_ a grimm but she kept herself calm as it rose up to the surface.

It peered at Yang from just under the water and Yang did the same to it. She was faced with a fairly human looking grimm mask, the face approximating that of a teenage woman. It was doll-like, almost like a mannequin with the smooth and unmoving features in pure white. There were some red lines tracing the features lightly, and the eyes were a slightly duller red than a normal mask. She tilted her head and the thing did the same, mimicking her exactly.

_Cute? Maybe?_ Yang thought before the cecaelia wrapped a couple tentacles around her legs to pull itself out of the water and into the air, face-to-face with Yang. The brawler was worried she was being attacked or going to drown so she started to move her arms and kick her legs. It took a moment but she realized she wasn't actually sinking, and the octo-person wasn't actually attacking, just looking.

Confused, but no longer worried, Yang said 'hi'. It didn't respond, didn't even tilt its head like the Beowolf did when it didn't understand something. But, the cecaelia did mimic her again when she sighed, copying the relaxing of the shoulders and making an airy 'ahh' sound which had the same rhythm to it. Yang crossed her arms over her chest to check and- yes, it was parroting her. Fairly exactly in fact, as while keeping 'eye contact' and tapping her left index finger against her right bicep the other did the same.

Even more impressive is when her coloration changed. The 'skin' of the cecaelia wasn't pure black as most grimm were, it was a sort of dull gray. In a couple seconds the skin changed to exactly Yang's tone on the arms and the same yellow on the torso and stomach down to around the tentacles. It wasn't exact, it sort of faded in transition from yellow to the skin tone as opposed to there being an explicit line.

"Alright, that's pretty impressive." Yang said to herself, nodding. She grimaced when one of the tentacles moved and pricked her thigh somehow. She was overcome with a moment of dizziness before she was able to refocus. And when she did she was faced with her own face peering at her… She had to blink a few times but when she opened her eyes again-

The image was dispelled and the grimm made an amused sound before diving back into the water and out of sight, then returned and swam around Yang a couple of times. It didn't approach though and Yang saw why when the sun was blotted out for a moment by a figure standing over her.

A very different grimm stood on top of the water with the same porcelain face, but instead of tentacles it had legs which were what it was kneeling on. Focusing on the face it was the same as Gige's, complete with the woman's short ponytail now a much longer braid and the same pure white as her mask. She looked much more imposing, no longer with her casual stance and expression. Her breast and stomach down to her waist were pure white with a red line from the centre of her collarbone to where it faded near the centre of her stomach. Her legs were fit and lean like a world champion swimming champion, black except for a spike on each kneecap and her feet which ended in white claws. Her arms were black aside from the hands which looked like they were dipped in pure marble.

It was like some ancient statue came to life, all stone and meticulous carvings. Yang swallowed when Gige offered her hand, though she took it anyways and was pulled clean out of the water to stand on the water along with the Cecaelia. She followed her guide as they walked towards the rest of her team, now playing in the water.

Her eyes never moved from the back of Gige's head.

She would know better once she had asked Blake but there was something off. Was this why the woman was offsetting at times? _She's an actual fighter._ That was the crux of it. _Is this what happens when a Grimm focuses on combat for so long?_ _The pup is looking stronger, but only because of its armor, it hasn't changed that much but… This woman __**is**_ _stronger. Somehow._

There was an oppressive air which inspired fear. It could be an intentional way the woman developed her skills since the other cecaelia could create an illusion. Maybe the inspired apprehension was part of that? If it was an instinct, then why hadn't it happened when Ghato had appeared? _Because he was obviously an ally, and a giant white bird doesn't scream 'warning!' like this does._

Her hypothesis was neither proved right or wrong by the reaction of the rest of her team when they reached the water's edge again. Blake was seated a little ways up the rocks, ears flat against the top of her head in pout while watching her friends splash about. Whatever basic origins the conflict had, Ruby was now using her semblance to splash water on Weiss who was using her glyphs to return fire. It was a torrential show, but cut short when Blake stood up quickly and on the defensive upon seeing Gige.

She was defensive, but Ruby looked more interested while Weiss just raised a brow. It was a broad range, and thus not at all unanimous. Yang shook her head to herself before Blake caught her eye. Glancing to each other they saw their expressions mirrored, both saw this woman as a much greater threat than before. _Potential_ threat really. They'd speak later, they agreed, but said nothing aloud.

"Gige?" Ruby asked, standing after splashing Weiss one last time.

The Grimm nodded before waving for them to follow. Blake did so cautiously, and Weiss apprehensively while Ruby just bounced over, splashing water as she went. The woman led them across the water for a ways, and as she did so Blake and Yang slipped back a little bit behind. They didn't fall back too far because they didn't know exactly how far the woman was able to keep them above the water.

"You noticed it too?" Yang asked quietly, her eyes still rooted to the back of Gige's head.

Blake nodded, remaining quiet for a moment before speaking. "Like looking in a beowolf's maw."

It was Yang's turn to nod, but they didn't get a chance to continue speaking. Their guide stopped walking at a seemingly random point on the face of the water and cracked her knuckles. Sheets of water lifted from the ground and made bubbles, trapping large amounts of air before squeezing down on the gas until they were only a fraction of their original size. A couple dozen of the bubbles were made before the five sunk below the water in a much larger one.

The water parted below them and then reformed to create a dome over their heads, the chain of bubbles following after. Their bubble was quite large, enough that the five had enough room to take a couple of steps and turn, but was eerily quiet. The 'floor' felt like gelatin under their bare feet and all noise was absorbed by the walls. Only the sounds of breathing could be heard for a while as they fell descended.

Looking up the light started to fade until it was a bright spot in the new sky, and below the spires rose to meet them in their staggered arrangement. They descended fifty feet, a hundred feet, further, and the spires soared overhead while their roots below remained wholly out of sight. When they had descended far enough that there was no light coming from above some small glowing patches below started to appear.

"What are those?" Ruby asked aloud, the first thing that had been said since they descended below the waves.

"They're what we Cecaelia use for lighting." Gige said, though by the time anyone looked at her the lips were still frozen in place like stone. Her gaze was directed down, but the others were looking at the spider's web of art around them. The spires were engraved with etchings and at times some errant beam of light would catch on metal and a relief would light up as if caught by the day's full glory. Weiss and Blake watched the passing images with interest, the geometric patterns easy to get lost in as they shifted and moved.

Ruby and Yang were watching the same grimm that had messed with the older sister before swimming out from behind a shadow and trailing after them from above, seemingly curious. It tried poking at the outside of the bubble and, finding it to be solid, laid on top of it to ride it down along with the rest. The little shockwave caused by this caused Weiss and Blake to stumble for a moment and look up themselves, quirking brows at the mischievous creature.

After they had descended to what felt like the bottom of the world they had traveled over a kilometer below the surface. They were now standing on what looked to be an immaculately cobbled street that ran off into the distance in both directions. Buildings that didn't look all that old stood as if there was no water at all, as if they had been transplanted from Vale and simply placed at the bottom of the lake a few years ago. Those buildings varied in size and shape, some with obvious awnings whose fabric had rotted away long ago, others with banks of windows in the front like an early-morning café.

There was a city deeper down than some parts of the ocean, and it seemed to be deserted by everything but the Cecaelia which were seen swimming about in the distance.

"Welcome to my adopted city." Gige said, her voice sounding both proud and weary, harmonic through the alien vocal cords. "This is Lemuria."

**/**

**AN:** Question answering time!

There have been a few questions in reviews which I will be answering here in case anyone else has the same question and has been wondering. They're in no particular order…

**Q:** Will you be giving the beowolf a name?

**A:** Yes, at some point, but it will have a name that follows the pattern of the other capital-G Grimm in the story, so it might take a while to determine. Current nicknames are Pup and Wolfy by popular choice so far…

**Q:** Do you ship anyone here / will you be shipping people here?

**A:** I don't ship anything in RWBY, so probably not. It wouldn't be a necessary part of the plot and take up too much space in my writing probably. I update daily, but the chapters are short, so I don't want to have space taken up by something unrelated. I might do crackfics for HatM, but they won't be 'canon' to the story itself.

**Q:** Rave-

**A:** I have no idea as of yet, I'll decide what to do with her and Yang after the stuff with the lake is done (and that will be a few chapters).

And in case you are wondering how to pronounce the names…

Njala = nn-JAHla

Jophiel = Jo-Fee-ell

Gige = Yii-ge

Ghato = GOT-oh

If you have any questions feel free to PM me or Review and I'll answer them to the best of my ability without spoiling anything. Thanks for reading this far! 22 chapters, that's amazing!


	10. OLD (NON-CANON) CHAPTER 23

Lemuria proved itself to be a city beyond the first glance.

The further the team walked along the path between buildings and through underwater parks the clearer it was that this was a large city. It resembled Vale superficially with its broad roads and wide squares but the building styles were much different. They looked like they were made of wood with intricate lattices blocking off balconies which were set into the faces of the buildings. Shutters were used instead of glass above a certain height and there were common geometric patterns similar to those that adorned the spires were engraved into the smooth wood.

Different geometric shapes adorned the large squares, which appeared at regular intervals of a few kilometers. They were wide and mostly flat with only a small dip down into a central square. It was impressively square, and despite the ground there being made of what looked to be dirt it was still very clean.

Surprisingly, not everything was lit by the plants which they had seen early on landing. A few lamp posts which looked like spears had dust crystals set into them and were giving off a bright orange light. They were rare, the operating ones at least, but still common enough at all to be bizarre. How did they still operate down here where there was no electricity to activate the energy dispersal process? How did they get the dust in the first place?

_Maybe the White Fang dumps excess into the lake when they bite off more than they can chew, _Weiss that to herself, her nose wrinkling slightly.

"How old is this city?" Blake asked after they had been walking for a while. The silence hadn't been awkward, they were all focusing on different things currently since their surroundings were so alien. It was a city unlike any they had seen or heard about and it was locked away under unfathomable depths. It made one think, but also made one query.

"As old as the Kingdom of Vale." Gige said in the same bizarre and melodious tone. It immediately reminded Yang of the Cecaelia that was following them, and made her wonder why Gige had legs instead of tentacles. "The waters here are all but dead, and the tides move little this deep down. The buildings have been preserved impeccably because of that."

She sounded proud and defensive, something Blake noted. An interesting combination.

It wasn't long before they happened upon what looked to be their destination. In front of them a wide but short building took up five lateral blocks. Smaller rocky spires could be seen rising up over one of the walls, making it looked like a courtyard, and a few ramparts rose up into the air farther ahead with lights glinting out the stained glass.

Walking through a wide arch they entered into a small field with a few of the rocky spires reaching up into the water above with the same depressions as in the other squares here. Five rectangles, fifty meters by a hundred meters, were laid side by side about thirty centimeters below the surface. It looked like almost like a small amphitheatre, but it was too small. Maybe a ring of some sort for fighting?

Whatever their purpose, they were passed by like everything else, with Gige never sparing a glance and nobody asking questions. For whatever reason it didn't feel right to ask them, like they were in a movie and they didn't want to ask about a plot point lest it rouse anger from the crowd. Here, Yang supposed, it was the response that Gige gave that made them unwilling to ask. She seemed touchy on the subject of this place even though it was 'just' her adoptive city. Maybe that was why?

Nobody wanted to ask though, and simply followed as they entered into the enclosed part of the building. It was held up by what looked like hundreds of pillars rising from the ground to meet an arch that gracefully met the flat ceiling before smoothly curving down to another column. Each arch had a shorter arch below it creating symmetry vertically. It was rather ornate, especially since there were no items in this large room. Tables, chairs, nothing. There were just endless lines of columns with the odd standing wall. Every once in a while a break in the ceiling could be seen, lined with curved triangles and more interlocking patterns. Everything was carefully crafted here, meticulously made so that it was uniform. It was an amazing use of stonework, from what Weiss could see.

Ruby was a bit bored, if she was honest. There was nothing around, and even if the big sorta-hall looked nice it didn't really have anything in it. The awkward silence pushed her to start making faces at the Cecaelia who was trying to mimic them, despite having no moving lips. It was surprising how well the intent got across anyways, so Ruby was still enjoying herself a little bit.

After crossing the hall there was a short corridor they passed into before entering into a wholly different part of the building. The low ceilings suddenly swooped up high overhead and the simple – minimalist even—motifs from before were replaced with golden embellishments that framed sculptures. Suddenly the images changed from complex and beautiful paintings to ornate renditions of shadowy humanoids as busts. They were like small 3d portraits from where they stood below, though it was clear they were probably much larger than they looked. Windows here allowed some of the faux light to stream in from the outside where they cast a bizarre combination of green and blue over every surface. They created giant shadows and eerie reflections in some sort of horror movie kaleidoscope.

And it was, they had to admit, quite beautiful.

Gige stopped here and stared at the shadowy paintings which hung against the wall. They were too damaged for anyone to make out any recognizable form but she had memories of when they still had some lines to them. The past twenty years hadn't been kind to the art here, the paint eventually losing its resilience and wasting away while the dull stone still maintained its form in the unmoving waters. It was almost sad, though if the columns failed all would be lost. They were out of place here in the architecture, grooved things that were crowned with gold and held up platforms for the wretched statues to dance upon. Not wretched, she decided. Old. Like the memory of the first finger ever broken, it was both painful and sickening at the same time.

Once her charges had finished glancing about, some of them murmuring to each other she walked to the long benches in front and motioned for them to sit. They did, uncomfortable with the slightly slimy surface of the wood but happy to be off their feet for the time being. They looked at her expectantly before she waved her assent to ask questions, and Yang went first.

"What were the squares for?" She asked, though she elaborated when Gige motioned for her to clarify. "Every once in a while we passed by a recess that was slightly in the ground in an open area, what are those for?"

"They serve no purpose now." The Cecaelia said, crossing her arms before she lifted herself up off the ground using a bulge in the bubble, the water holding her 'afloat'. "A long time ago they were supposedly used as placed where a congregation would meet five times in the course of a day."

"Why?"

"Worship." Was all she murmured, shrugging. Now that they were paying attention they could see that Gige's grimm mask did not, in fact, move at all. So she was speaking some other way. Her tone was serious, but a bit distant.

"What happened to this city?" Blake asked after a moment of pause.

"It was destroyed in a flood completely different than the one that filled it with water. Those who lived here and practiced the arts and sciences was killed, leaving behind nothing but the husks of their original selves. Only the Cecaelia live here now and since they have no need for the art and architecture leave it alone." On saying that Gige turned her head slightly to look at the intricate stonework. "So the ghost of two temples is left behind."

"You say your species lives here but we've only seen one." Ruby pointed out literally, motioning with a finger at their little stalker who was seated on the opposite side of the aisle and trying its best to copy Blake's posture, two tentacles curled up behind to mime her cat ears.

"The city is as large as Vale is, there are many places for the colony to live. This happens to be a place you might consider sacred for them as well so they avoid it."

Oh so many questions had been raised in the past few minutes and very few answers had been given in response. So many that each of the girl made a skeptical 'huh' noise even though they didn't doubt the woman.

_Too many questions. How smart are these things?_ Weiss thought before deciding to ask.

"If they think of this place as special are they smarter than your av-"

"Yes." She was cut off, but not altogether rudely somehow. Probably because it was the first time the woman had sounded pleased since they had gotten into the water. "They spend so little time with humans that you would expect them to develop more slowly. That is true, but untempted and untouched down here they are able to thrive off of what they have and develop rudimentary understandings themselves. The oldest of their kin are almost as intelligent as your friend."

A smile could almost be heard in the air, which made Ruby feel a bit sad. Why was Gige so pained when she had wanted to see this place so badly? Ever since she arrived she had been silent and mopey, so something was up. At least she was happy about the squid-people. Er, octopus-people.

"Did people make this, or did the grimm make this?" Blake shot in the dark, surprising her teammates who immediately looked to Gige for an answer. _Grimm making a city? Seems unlikely, but if they could age where no humans were then-_

"People." Gige said simply, though the question audibly irked her by the implication that beings of Grimm like her weren't 'people', but not commenting on it. "The Cecaelia do not have the tools or expertise to build these types of buildings, underwater or not."

"Then who did?"

Gige didn't answer, instead rolling her shoulders and motioning for them to stand. "It's time for us to move again. You have limited air and there are still some more places to see. Just ask questions as they come, I'll answer the ones which need answers."

_That's a now on the 'who' then_. Ruby thought to herself, standing and chewing on the inside of her cheek. _Alright, but that's suspicious._

The next destination was elsewhere in the same building, this time though they entered into a much smaller room. In front of them was a black wrought-iron sculpture. On it were writhing figures staring up towards one haloed with a ring of metal, an arm cast down towards them in a grand motion. Just below his feet sat scholars staring in wonder up at him while winged beasts held trumpets to blare out fanfare.

Above that, though, on a spire far above the man being heralded by the beasts and worshipped by the men was a woman sitting on the crescent of the moon. One foot rested on the razor's edge of the lune while another hung over the edge. Her gaze was directed up at the roof above where stars were painted in seemingly random patterns, in the dark giving off a fairly realistic glow and twinkle. The roman looked unhappy, staring up at the empty heavens while standing far above the world below. In one hand she held a stake that matched the one pinning the man's hand back to the iron, holding it loosely like she was debating whether to climb down and drive it in or toss it into the nothingness.

Ruby climbed up to the top of the monument without warning and looked closely at the woman suspended between the stars and the collection below and found that it was made of a slightly different metal than the rest and added on later, as well as having a striking resemblance to their guide. Numbers were inscribed on the back, 72:8. She looked like a Cecaelia but with regular legs, the same slender and almost reptilian body covered in thin armor, incredibly fit. It was an uncanny fit.

"The addition was a gift. A role model of mine in steel so she wouldn't waste away... The one who transcended..." Gige trailed off before coming back to the land of the conscious. "Some say that we of Grimm look as we do because we emulate an old god or demon. Maybe I stand with the latter..."

With that she turned and waved for them to follow, her back suddenly stiff as if she had aged thirty years in a day.


	11. OLD (NON-CANON) CHAPTER 24

**AN:** Sorry for the delay, I'm in Uni and the end-of-year projects are taking a toll on my time to write. Chapters might drop down to once every two days for a little while before bouncing back up to daily. Sorry for the inconvenience!

Eventually they found the rest of the Cecaelia in their abodes around a large open square with what looked like food stalls. They were devoid of products and drew blocky shadows across the dim water, but also created a much more 'live' feeling. A few of the grimm drifted in between the stalls lazily while others were in groups of two or three mumbling in their musical voices.

Blake found that it was actually quite easy to tell which of the aquatic beings was older and which was younger. Simply, those who were tall and lean like Gige (and as such much more humanoid) were older and seemed to lead the younger and more 'octupus-like' ones around, being the ones speaking while the others were mostly silent. It was like a small mentor-student relation from what the Faunus could see.

The older grimm would move their attention from their flock to the team and look perplexed before changing their attention to Gige at which point they would dismiss the appearance of the humans. The younger ones were much more interested in the newcomers.

But was it interest or thirst? Gige had expanded on what had been explained to them by saying that a grimm _usually_ needs to be around humans to develop their soul. They could create one by developing habits, culture, occupations etc. away from the temptations of humans. It usually requires a particularly intelligent grimm to teach the others in the first place though, and from what she said the four were particularly sure that she had been the one to teach these grimm. But young grimm, as they learn restraint and intrigue through what their guide called 'legends of Sacred Fire', were supposedly only a few steps ahead of your average beowolf. So was it interest, or hunger?

Regardless they were safe within their bubble, Yang had joked. "If the one who groped me can't get in neither can they."

Of course that raised brows and questioning glances but the elder sister just chuckled and pretended she hadn't said anything.

"Uh, would we refer to these grimm as 'shes'?" Ruby asked as they approached a larger group. She had been pondering the answer for a minute or so and decided to finally speak up. Her question caused Gige to actually pause for a moment to think.

"Yes." She said after a moment, nodding to herself. "It's unnecessary for any grimm as they are beings without sex. The cecaelia, however, are mirrors to the people they emulate, consciously or not."

"Y'know, you've been sounding like Jo." Weiss complained bringing her hands back behind her head and stretching her shoulders. She had been irked by the sudden seriousness of the woman ever since she came back from the water, and she was going to get an answer sooner than later. "What's got you all ruffled up?"

**/**

Ozpin was starting to get used to his rearranged office. Not because he had much of a choice, of course. It was because there was no way to dismantle the contraption over his head. Mythical weapon to slay gods or not, it was proving incredibly resilient to everything they threw at it. Engineers from the Atlesian mechanical corps were forced to shrug and say they didn't even know what the device was _made_ of in the first place to know how to dismantle it.

He did like the clock motif, so there was that going for it even if it wasn't much.

He was staring at the call duration of the discussion that had taken place between himself, Ironwood, and the Council. The tournament was starting soon and after the recent… _events_ there were questions being asked about whether or not holding the event made any sense. The office of one of the most powerful intellectuals on the planet had been destroyed by, as determined after hours of research, a Garuda. The event had been seen from quite a distance meaning that there was no way to spin the story off of the cliff. Not that they could have explained away the giant clockwork tower that spawned not too long after that. They were lucky nobody else was hurt, though Ozpin was a bit worried that the casualties were only delayed with the chance the tournament was the greater target.

_It would be foolish for a human to attack. _He took a sip from his mug before standing and walking to the newly-installed window. _These Grimm… They are far beyond the strength that they are supposed to be. Oobleck only had legends of 'the Western Night', grimm that were gods in prehistory. That theory has been disproved indirectly countless times so it must be something else._

He clenched his fist and found that he still missed the feeling of his cane in his hand. And they knew about his semblance, meaning that they somehow had access to information very few had. His secret was incredibly well-kept since it unsettled students and other hunters alike so the number of places one could find information about it… Even he didn't know. What the woman had used to unsettle him… That was deliberate.

_The campus and forest bathed in fire, grimm flying in from the air, driving in through the ground, pouncing from the shadows. Their numbers were immense, the students and teachers overwhelmed as Atlesian airships were torn from the sky by nevermores. Death. Their only salvation was a creeping dark from which beasts like myths emerge and tear the sun from the sky, blotting out life and death while they destroy the husks of existence._

An image that passed by in an instant but held hours of futility. It was deliberate, thought out, procedural like some premonition made by an ancient oracle. It was all sorts of uncomfortable but the past two months had been uncomfortable since the Breach. He was starting to become comfortable with the situation, and that made him more worried than anything else. When someone gets used to calamity, that is when they have lost.

He hadn't confided that fear in anyone yet, not even Glynda and she was the one who he considered an important confidant. He would have to do something soon though, he knew that if he didn't he would be risking the entire city.

_Too late for today._ He thought solemnly as he walked to the corner of his office he could see the preliminary matches occurring down below so the first years could get used to the rules and regulations. Without explaining himself he had asked Qrow and Taiyang to come out. Usually they did, but this time Ozpin felt the need to personally make the request. Both of them agreed, obviously surprised at the fact the headmaster had contacted them of his own volition. On his own volition and _without obscure warnings of future threats._

With the hunters at the school and those coming from Patch they would have significant security, much more than usual given the issues in the news. It should be the most secure event in its history but the headmaster had the unsettling feeling that this wasn't a question of 'should be better'. The thing about premonitions and warnings is that one was a fool to anything but over prepare for them.

He was being given a choice, but he didn't know what the options were.

**/**

Pyrrha Nikos was concerned.

And this time it had nothing to do with either A) Jaune or B) Nora. Her team had gotten confirmation from Glynda that morning that team RWBY had disappeared… Well, no, disappearing would have made more sense then what they were told. The huntress told them straight that they had 'escaped on a giant bird'. That giant bird could have only been the gargantuan grimm that _everyone_ saw flying up the spire of the main tower before flying off over Vale.

Rubbing her fingers against her temple she looked up from the floor at her feet down across the bleachers to see if the current sparring partnership was done their bout. A lot of people had come by to try out the new detection software so there had been quite the line up by the time team JNPR got out of their classes. Everyone was only allowed three rounds before they had to turn in until the preliminary to sort the tourney rankings. Who got passes, who had to wait on others to continue, so on.

When they finished she walked down to the raised square dais and registered herself as one of the contestants. She did so distractedly, not noticing that she wasn't matched up with anyone since there were no more students in the bleachers. When the 'match ready' sound didn't play she actually looked up and saw that she was alone aside from a police officer watching curiously.

"Nobody left to train against?" She asked, smiling warmly as she approached the arena. "That's the problem with odd numbers I guess."

"Yeah." Pyrrha said distractedly as she looked for the option to unregister, only half-listening to the bald woman. "When your friends disappear on you it starts to seem like everything is going wrong at once."

"Maybe I can help." The officer said, and Pyrrha looked up to see that the woman had pulled out a scroll. Through the transparent back she could see "applicant code". "I'm part of security detail so I'm stuck watching the fights as opposed to actually being able to take part in them. I am legally allowed to participate in preliminaries."

"Oh, ah, you don't have to." The gladiator said, waving it off with a hand though she was quietly touched by the offer. "I just thought I'd spar a quick few rounds, but I appreciate the offer."

"Alright." The woman closed her scroll and placed it back into her VPD vest in an internal pocket. "Don't say I didn't offer." Zipping up the compartment she placed a hand on her hip and waved with the other one. "I hope you find your friends soon, I know what It's like to feel stuck like that."

With that she exited.

**/**

"G-baby!"

"I _really_ wish you wouldn't say that." Ghato said as he hopped out of the transport van, spinning the keys on the end of his ring finger. His boss was standing with his finger tapping on an imaginary watch threateningly. Ghato was starting to feel like he just did this stuff to annoy his employees, though he had to admit that the boss was a good guy. Even if he was surprisingly mushy for a beefcake. "And I'm on time. Nowhere in the application did it say that I would go along with your admittedly admirable work ethic."

There was some distant chastising as the Grimm opened up the back of the truck and pulled out the ramp so he could get at the materials on the inside. It was all arena stuff for the arena, mostly heavy tech for analysing the contestants' auras and streaming the fights in 3D holograms to the other kingdoms. The Vale transport company was hired to drag the stuff up to Beacon for the festivities.

"Do you require any assistance?" A voice asked from behind him.

Ghato almost waved it off but decided it was easier to get some help from the locals than try and drag all the stuff out solo. He turned and saw that there were four guys, a red haired one that looked like a chick, a blue haired one who looked the most presentable of the four, a green haired one and a blonde one who looked like they had something against buttons.

"Mistral." He said after a moment. "That hair," he pointed to each of them in turn. "screams Mistral." He dropped his hand. "Ah, sorry. Haven't been there in a while and I miss it. Sure, as long as you don't drop anything. I'll set up the devices, you just move them and we should be great."

"Awesome." The blonde said, grinning and dashing up the ramp to grab a console and heft it into the air. "Where are they going?"

"Ah…" After calling over to his supervisor Ghato got an answer. "Eastern Bloc, near the dorms. They have the raised platforms installed near the arches there."

The four nodded and grabbed the first set of devices marked 'RED' and wandered off. But they took a detour which Ghato didn't recognize based off of the map he had in his head. He was about to make chase to ask what they were doing when he heard faintly the blonde saying 'ladies' and making up bullshit about being hired for the event. Ghato had to roll his eyes, but let the four of them do what they will. They'd need to get the devices to their destination at some point unless they planned on dragging them around for the next few hours.

He returned to his task and started to pull out the 'GREEN' set of machines for the second ring. As he did so he checked the sky for its weather. While yes, he would need to tarp the devices if they weren't set up, the more pressing question was whether the sky was off. Air carried with it the scent and sound of distant threats. He had been sent a text by Njala that there was potential for 'Darker Problems' and had requested to be on the Beacon job because of it. She rarely was vague like that unless she wasn't sure herself. Something wasn't right, but he hadn't gotten a chance to find her and ask the specifics.

_Ah, fuck it. NJ and I are here, unless a bomb needs defusing we're fine._

**/**

"How's the bomb coming?" A white fang lieutenant asked a tech.

"Should be impossible to defuse." She replied.

**/**

"What do you mean?" Yang asked, rushing forward to grab Gige. She gripped the Cecaelia by her shoulders and attempted to shake her, but the woman was unmoving. "They're in danger?"

"Not exactly." Gige said, not attempting to pull Yang off of her. "I'm just worried about Njala, she can be reckless."

"It remains that you didn't tell us the real reason for bringing us here." Blake said coolly.

"That was secondary." Gige replied curtly.

Yang growled quietly before stepping back.

So something was happening at Beacon? Well, no, maybe. Gige said that there _might_ be something dangerous going on at the cliff tonight. Not that there _would _be. Njala wouldn't raise a fuss over nothing to break her cover that she had spent so long cultivating, or so she said. There was something in the air, something that had come through the central command of the police and was put on her desk.

A threat. One from a wire tap. The preliminaries would be struck. The details were shifting since they spoke in code, but there was a _threat_. That was enough to make the police put their SWAT teams on standby and allocate a few more officers to the location in case something happened. That's what the guarantee was, that the police would be on scene along with the military.

That would have inspired some confidence in the team a long time ago… But now?

Blake felt some responsibility suddenly settle into her chest. _Torchwick and the White Fang._ She had demanded her team take action but they still had loose ends. They didn't know who the woman was that broke into the communications tower, nor who the girl with the pink and brown hair was. Where they went… So the Fang was still on the move.

"Torchwick wasn't the end of things." The faunus looked to each member of her team before turning her eyes to Gige. "We need to be there."

"Or is it that serious?" Weiss asked, sighing. When her team looked to her she shrugged, struggling to find the right words. "What I mean is… Things are getting really dangerous. On the train all of us struggled and two of us pretty much lost our fights. If this is their push then we might be more people to save, instead of saving other people."


	12. OLD (NON-Canon) REDUX 20

**AN:** I rewrote this redux chapter quite a few times before I posted this one. I took it down after it was only up for 8ish hours because after sleeping on it I didn't like the fact that it was quite simply incomplete. There were some things I left out which didn't have enough context for some parts to make much sense, so it's down and a different one will be added at some point in the near future.

The Vytal festival was probably the single largest carnival on remnant when it came down to the academies getting together, and it showed. As Team RWBY set foot on the main road out to the cliff they could see large pavilions being erected. One for each of the kingdoms; Vale, Mystral, Vacuo and Atlas. They were all strikingly different and quite large enough that hundreds of people could peruse through the different stands and not feel cramped.

Beacon itself didn't need a locale since it was being hosted on their grounds, but the other academies of the kingdom had their own stands to tend. To facilitate that a cluster of arches and spires had been crafted in a style very similar to Beacon's own. Arches rose to keep the stands dry in case the souring clouds above decided to start bleeding rain. Spires looked like they were simply aesthetic, though the empty alcoves looked like they could hold some torches.

With time to spare, and having not seen the construction of the pavilions before the group approached from one of the side entrances, slipping past workers moving various materials likes boards and signs to and fro.

"This wasn't here this morning, was it?" Ruby said in wonder as she marveled at the construction. It looked like it was made out of old stone, cracks, moss and all. "How long does it take to make these things? They're _huge._"

Blake reached out and touched one of the walls and felt around until she found a thin seam. Using a nail she was able to trace the razor-thin gap for a little ways to either side. "Feels like they made it somewhere else then cut it to pieces to transport it here…"

"Seems like an awful lot of work when they could make something more lightweight." Weiss 'hmphed' as they walked through another hallway and found themselves in what looked like a courtyard. "And… I now see why."

From outside the seemingly scrambling structure it was impossible to see, but the arches actually had stained glass set into them, not stone. Looking up from the clearing various tapestries could be seen made out of that glass. One showed a dragon sheltering figures from its flames as it set formless shadows aflame just outside the city limits. Yet another showed a team of four people holding up crystals of what they could assume were dust.

There were many tapestries showing man, that dragon, as well as various other regal figures who were impossible to differentiate. The colors were dull thanks to the poor light given by the stormy sky but the images were still clear enough to appreciate.

"Liking what you see?" Someone said, approaching them from the front and motioning for them to step more fully into the large circular area just underneath the arching glass. Yang looked forward to see a woman in a dark pea coat and slacks with a surprisingly warm smile on her face.

The four stepped forward a bit as Ruby's head bobbed up and down swiftly, her face split into quite the grin. "It's really cool! I didn't know that that would be there, I've never even seen anything like this before!"

"The architects make sure that every new layout for the 'Château Froids' has a different placement of the stained glass." The woman explained as she motioned up towards the artwork. "This year they had the idea to put it all in one place as to condense the building. Normally it's actually quite wide, and not very tall."

Yang scratched her head for a moment before speaking up, "So that's glass?"

"Stained glass is an ancient technique for creating art dating back to the founding of Vale, though to date only a few pieces of original work from the time still exist." Blake recited with ease. "But these must be recreations of the originals, correct?"

"Correct," the woman nodded, "the originals are far too fragile to be moved to a place like this. The best we can do is create similar pieces with modern glass-making techniques."

The group of four hummed for a moment as the woman looked between them. "Ah, I should probably introduce myself. The name is Gige – sounds like Gi, written like Gi-geh – Soole. I'm a member of the Valean council and today sort of an exhibitor. If you have _any_ questions about the pavilion I'm your source."

The four nodded and the woman inclined her head politely before walking towards a man with a clipboard, a bit of bounce in her step.

"That woman…" Yang mumbled, drawing the attention of her teammates.

"What's wrong?" Weiss asked, concerned, though that was quickly laid to rest.

"She has a 100 strand Fishtail conch spiral." She whispered in near-reverence. "Taxes go into that woman getting one of the most difficult braids in the world put into her hair by a professional on Vieux Street in the north end." When nobody said anything the blonde shook her head and met Ruby, Weiss and Blake's eyes one at a time. "The configuration of her hair masterpiece is worth over a hundred and twenty dollars, let alone craftsmanship-."

As Yang continued to ramble on Ruby shrugged at Weiss. "She isn't too big on clothes or shoes, has a thing for some of the 'Achieve Men', but the only thing she really, _really_ likes is hair."

"Duly noted." Weiss said flatly though the corners of her lips curled up in a smile. The smile grew even more when she saw Blake pulling Yang by the collar away from the direction of the woman so that they could check out the rest of it.

"Sorry to interrupt." Said the voice belonging to Ironwood, the general appearing behind them with his hands clasped behind his back. "I need a moment of your time to explain exactly what is going to happen this evening…"

**/**

Kang was surprised by how quickly the Beowolf solved the problem of exclusion from the pack.

Caucus wolves, much like any other natural canid, were very selective of who they let into their small packs. Usually they needed to be young and female to be even considered, let alone ancient and not even of the same species.

The wolves were well over a meter tall and 250cm long from muzzle to rump, making them easily the largest of their kind, bred specifically to be lone hunters against grimm not requiring the support of a human. They were about as long as the grimm was when it was prone, but not nearly as tall. Their armor had already been applied with armor having been applied along the spine and chest, and also along the top of the snout down to the nostrils.

Faced with creatures which shared a fairly similar profile to the Wolf, the professor noted that these animals needed far less armor to protect themselves compared to a beowolf. _No doubt a response to the fact that they have their aura to protect them… _

Kang began speaking but Oobleck was lost in thought. _That hypothesis is lacking. Does the grimm need armor? 'Flesh' of grimm quite resilient to the effects of blade and dust normally, sufficiently powerful lesser grimm need nothing to block a blade. Is a Beowolf's armor for redundancy's sake?_

"Sir?"

"Apologies, repeat if you would please I was lost in query for a moment." Oobleck replied wearily, shaking his head. Collecting himself he spoke at his normal breakneck speed. "Or not, need Beowolf to prove that it is not Caucus wolf in order to avoid standard territorial behavior when member of different pack approaches such as but not limited to cannibalism."

"Ah. Yes." Kang shifted from one foot to the other. "These wolves are tamed but maintain their instincts. If you would-"

"Say no more." Oobleck walked up to the beowolf which was prone and looking through the window at the napping animals. "Stand."

The Wolf glared over at the human for suddenly commanding it but acquiesced. It rose to its full height, now eight and a half feet tall with the changes to how it was able to stand. It towered over Oobleck and had to lean forward to keep its head from touching the ceiling. As it did so its joints inverted and moved so that they changed from the forearms and legs of a wolf to more humanoid limbs.

The malleable material which the officers had put over it to seal the scent of a grimm flexed like rubber over the shifting limbs and muscle. The pieces of plating which had been put along the back to simulate the Caucus, or change the shape of the legs, did move a bit. They now hung as quite awkward protrusions, definitely not the natural growths from before.

All in all, definitely _not_ what they had groomed it to look like. Maybe not grimm either, as the eyes were still covered and it didn't quite look like a beowolf.

"Caucus remember by scent. If they see a humanoid first, the association will be permanent. Least chance of territorial display, no need to show off to non-Caucus." The professor explained with a circular motion using his left hand. "Good pets for children, had three."

After entering the room it took the grimm all of five minutes to get used to the two others, and vice versa. It could sense the auras of the two wolves and found them remarkably similar to those of humans.

Now prone and on all fours like a wolf it was able to mingle with the other two in the open room without any grumbling or growling. The two animals were remarkably calm from what it could sense, even more so than sleeping humans (or those that slept in RWBY's dorm when it had spent a night on the roof). It was somewhat refreshing from the emotional turmoil of humans.

Eventually that same turmoil reached it through the walls of the room, which surprised it. More surprising was when the floor started to lower down.

The whooshing of air filled the room as the platform they were all standing on dropped still lower. At its full extension the wolves, beowolf, lieutenant and professor were standing on a broad platform extended down from some flying ship. Looking around through the space between the floor and the edge of the airship the beowolf could easily tell that they were flying over Vale.

Which seemed a bit odd since it had thought they had landed a little while ago. It remembered getting off the bullhead and stepping into some large room with other bullheads, but though that was somewhere on the ground.

Turns out it had been wrong.

It followed Kang and Oobleck to the very corner of the platform and looked down at the ground below. The reason for the sudden flux in emotions became quite clear when the sight of Beacon academy met its eyes. Far below the pavilions which had been erected were now seeing some visitors. There was a light rain which had dispersed people from the main thoroughfare so the beowolf could only guess at numbers from the people loitering around outside.

From below it a host of positive emotions were wafting up. Joy was chief among them, something which puzzled it. Happiness was a common enough emotion, usually some sort of pervasive and consistent baseline to humans which weren't too strongly emitting feelings of sadness, anger or envy. Joy, on the other hand, was something which was usually found in short supply. The sort of emotion which it didn't know the characteristics of aside from its different scent. It was rarer, and based on its current prevalence, probably had something to do with congregations.

It noticed the wolves approaching from behind it and turned its head to see their eyes fixated straight forward. They marched to the edge near to where the beowolf was and sat back on their haunches, eyes focused on the lieutenant.

Hearing a rise in the noise below the beowolf looked back down. People started to stream out of the pavilions, some obscured by the rain protectors they used, collapsible circles on a stick from what it remembered. Their eyes turned upwards, many becoming excited with what they saw. The beowolf was fairly certain it was not the origin of the good feelings so it tilted its head slightly.

After a moment of waiting a part of the crowd began to separate, a broad circle forming. Flashing blue and red lights ringed the circle and then turned green. Without warning the wolves leapt from their places towards the ground a couple hundred feet below.

Concerned, it looked to Oobleck, who was only motioning for it to do the same.

A bit surprised that they were just going to drop a grimm in the middle of the crowd it hesitated before the images of RWBY forced it to take that step off the side.

It took a while to fall and as it did the intensity of the emotions of the humans started to increase steadily. A few seconds before it hit the ground a sudden burst of shock hit it broadside. The sound of the wolves hit the ground at the same time, letting it know that they probably hadn't been expecting this.

Landing much more heavily than the wolves that could mitigate the force with aura, combined with the puddle it fell on, meant that a sudden spray of water heralded its collision with the ground. There was some swearing and a few sputtering voices, but the sentiment remained more shock and interest than annoyance. Looking up, though the faces immediately around it were a bit displeased, but the people behind them were craning their necks to see what was going on.

Pulling itself up from the crouch but remaining on all fours it turned to see where to go from there. The canids shook themselves off and immediately walked towards the tall, somewhat square-like building not far off. They walked calmly through the crowds, leaving the perimeter and breaking line of sight.

It seemed a bit suspicious, but the beowolf had little choice. Taking a general heading that would lead it towards the same building it felt around closely for the emotions of the people around it. Poking with its muzzle through the crowd it found that the sensation of hunger was quite a bit duller than it had expected. Negative emotions were the most acute pins to pierce the mask of being tame but positive emotions could still apply some pressure. Despite that, it was able to (gently) push its way through the crowd with no temptation.

It was a somewhat relieving experience, though it was suspicious as to why. That aside, it was actually quite pleased.

Walking between humans without an immediate response of fear, anger, or a whole host of less savoury emotions was a bizarre experience. They were more intrigued and reached out with their hands to touch the exo-exoskeleton that sat on its armor. A truly unknown sensation, though something more familiar soon reached it.

As it passed by a man who was wrapped up quite heavily it scented a bizarre smell. It had no effect over it but it was quite distinct from the regular scent of man, and was quite as repulsive as the aura of dust. The man also emanated a feeling of cunning. He had planned something, and something akin to anger was coursing through him now, like hatred but more pointed.

It ignored the man, uncaring about his intentions and even then unwilling to cause a fuss surrounded by humans, well-liked at the moment or not. It didn't know what was going on but was fairly certain that any number of humans near the place that trained people to become shepherds were dangerous. Just as it was about to leave the edge of the circle it felt a weight land on its back. A sudden influx of joy and excitement forced it to pause.

Turning its head to see what was seated on its back it was stopped by a pair of arms wrapping around its neck and leaning down onto its head. Some air brushed against its ear as Ruby giggled playfully.

"Welcome back!" She whispered, excitement palpable in her voice. "How was your trip?"

For the first time in untold centuries the beowolf would have, if it could have, smiled.


	13. OLD (NON-CANON) CHAPTER 19v2

**(A/N) Some of you may be surprised that this was updated first before the original story, but hey, pruning needed to happen with the release of Volume 3. So here I am! All chapters from 19 to 22 of v2 are getting tossed into the Echoes. New versions of the chapters are going to go up that more accurately match up to the scene set by Volume 3. For those of you who liked the second version of these chapters, they'll be archived here, like the V1 of these chapters. **

**Three Days after Ruby received her 'proof'. **

"Time to go." Oobleck called to his charge. He was standing on the shore of the pool of water at the very top of the cliff, a hand over his eyes to keep them from the glare of the sun. He was wearing hip waiters so he wasn't getting wet, but the prospect of accidentally stepping into one of the deep pits kept him at the shore. "Your return requires disguise, so if you would please come to shore and stop playing with the cecaelia…"

Half-ignoring the PHD-holder the beowolf pulled its arm up and out of the water, carrying with it two small cecaelia not much larger than a human child. Cecaelia were a waterborne grimm, one of quite a few, and similarly to beowolves had some vaguely human characteristics. Their lower bodies were comprised of tentacles like those of an octopus, and those where what were clenching onto the beast's arm for support. The pitch-black and almost rubbery appendages coiled in an attempt to heave the small grimm higher into the air.

Their upper bodies were mostly human, with two arms and hands and a distinguishable head, but their eyes were far too large, their body too lean. They looked much more like their fishy counterparts than any human with any close observation. That said as Oobleck watched the beowolf pull one of the cecaelia off and place it on the other arm where it was upright he could easily see it as a wolf-knight playing with mer-children.

_A dangerous assumption_, he thought as he pursed his lips. Cecaelia were known for being bizarrely well adapted for hunting humans. Their young would tempt children to the waters while hiding their true and more repulsive image, the older and more human looking ones would try and draw a human near and into the water over the course of months. They were hardly story-book fodder, they were the thing of nightmares for some. Apparently they were a lot less menacing to a beowolf who might be older than the wellspring they lived in.

_Men and Women alike are drowned by the dozen each year on all continents bar Atlas, and that's only because Atlesian waters are too cold for any human to comfortably swim in. _He glanced over to one of the larger holes in the bottom of the pool to see a fully-grown cecaelia poking its head out of the water. Its eyes shone a bright red, but were arced and formed in the exact same way as a humans, along with the form of the neck, chest, waist and arms. The hair was a dead giveaway as it was a light blue and green, and comprised of fifty or so tentacles sans-suckers as opposed to something more human. Unlike the young which lacked grimm masks, the adult had a mask which looked almost like one for a masquerade. It watched Oobleck for a moment before swimming over to the beowolf and prodding it with a 'leg' or three. _Quiet, but meant to be seen. Opportunist and planner. Of all generic grimm the most dangerous and easy to contain. _

The large cecaelia caught the grimm's attention for a moment and it looked over to the newcomer with a small amount of surprise. It had spent a fair chunk of each day poking and prodding these weird looking fish but hadn't realized they got any bigger. It had counted eight nearly identical small ones thus far, all about the same size, so it had assumed they were all about the same volume.

Leaning down towards the cecaelia to sniff it through the slots in the end of its formed helmet it was surprised when it was suddenly hauled into the water by an immense weight. Floundering for a moment at the surface it was eventually towed into the deepest part of the pool by the grimm. It didn't move its limbs once it was under the water because it didn't feel like it was in any particular danger at the moment, not from this particular animal at least.

In the water it latched onto a steep wall of the pool and looked out at the inquisitive aggressor. It looked at the cecaelia and saw its inquisition dully matched. Through the light streaking down from the top of the pool it could see the fine white lines of armor reaching from the tips of the fingers and weaving into a lattice along the hands and towards the elbows in a sort of glove. The same white armor wrapped close to the sides of the creature in a layered pattern not wholly unlike the old plate armor the beowolf used to have.

**_SAME_**_._ Was the not-quite-correct thought that crossed the beowolf's mind as it was suddenly overcome with a particularly strong sense of _glee_. Its maw opened and it blew out a flurry of bubbles as it launched itself from the wall and at the cecaelia at a significantly higher speed than the other grimm had expected. It had enough speed and caused enough surprise that it was able to all but pin the cecaelia to the other side with one gauntlet piercing the rock and letting it hang.

Wrapping its tentacles around the beowolf to hold it back the wolf for a moment. It scanned the beast with its own eyes for a moment, trying to figure out what exactly it had in its clutches. It had seen dozens of different types of animal that had climbed up to the top of the cliff and strayed too close to the open water when the cecaelia were feeling inquisitive. This one… Was weird.

It had noticed the younger ones heading up to the surface for a while, and had snuck a peek the day prior. Wondering what it was, and especially interested in why what smelled like a grimm was white colored, it hadn't called the others to it.

Lifting up a hand it touched the armor of the beast and was surprised to find that it was exactly the same that it had on its own hands. It was difficult to tell with the hand itself since sensation was dulled, but the tentacles were more than able to tell that it was the same. It spent a moment processing the information before it realized that the water was thick with something human.

It could hear the sounds of water being rustled about below as the cecaelia in the Cliffside rushed to see what human was straying so close to a source of water in the middle of nowhere. Before it could figure out what to do the Beowolf was pulling itself – and its bewildered counterpart – clear free of the water and onto the land.

It cast its eyes about in surprise as it felt air on its skin, the air quickly drying the residual water as the beowolf leaped clear to shore near Oobleck. It tried to use its tentacles to slow it down but the wolf was barely reacting, if at all, to the restrictive force.

So unaware was the wolf of what was going on that as it approached Oobleck it didn't even notice the fully armored Atlesian bullhead and soldiers standing guard around a large steel crate. It walked right past it and towards Oobleck with the lump of octopus-y grimm. It jumped clear over a soldier who tried to stop it, landing right beside Oobleck with a loud thud. The professor turned around and his eyes widened when he saw what the beowolf was doing.

"DO NOT SHOOT." He bellowed uncharacteristically loud as a few of the more nervous soldiers trained their sights on the beowolf and its unwilling cargo. "If you do I'll toss you in the sinking pools myself. It's just excited."

_Excited? I have no other way of describing its choice to pull a fully grown grimm from the water and run over here… _There was no place it could really take the cecaelia since there were no major bodies of water nearby, especially on the cliff which only had the one. He made a point of walking back to the pool, the action causing the beowolf to huff unhappily but follow. _Does it want on the bullhead? To go back to Beacon with it?_

Looking out the corner of his eye he was able to see the white armor that was on the waterborne grimm's waist and hands and instantly cooked a hypothesis. _Might he want to take something that shares the armored characteristic with it? Possibly to… Show to team RWBY. _

Yes, that seemed like the most likely reason. From a practical viewpoint it absolutely did not; if the wolf restrained it all the way to beacon the cecaelia would likely die much like how other grimm died in captivity. _It is too excited. For all my observation it has only appeared as a stoic, if inquisitive, beast. This is the first showing of an identifiable emotion… or is it? Possibly could be expressed as dogs are pleased to see other dogs. _

_Dogs have souls though, similarities are still significant._ He decided as he stopped just short of the pool. At a glance he could see that thirteen more grimm were hanging out near the surface with various different headdresses and expressions from sultry to embarrassed. Making sure he was outside the range of a grasping arm or tentacle he turned to look at the Beowolf to see a hand thrust in his face.

Looking closely at the humanoid hand he could see now, just as clearly as before (if a bit larger) that this particular cecaelia had begun to create armor. _A name should exist for this process. Creation, Genesis, Garde… Similar to the mask of a grimm. Call the object Masque, the process Genesis. _

He would have touched the hand if not for it recoiling away when the beowolf let go. The poor mer was obviously unsure of what to do, unwilling to try and get into a fight with a human out of water and so close to metal monstrosities, and not wanting to remain in the grip of the other beast for much longer.

"Put it in the water." He said to the beowolf clearly and pointedly, nodding to the water. When the grimm shook its head and its brows creased the huntsman decided to just go ahead with a crude explanation. He pulled out his thermos and poured some of the coffee onto the dry ground. "Look."

Pointing to the ground and at the difference, then picking up a lump of the dry dirt and showing how easy it was to crush. It took a few times of pantomiming it and pointing to the cecaelia for the beowolf to eventually get the picture. The fact that the mer was reaching out with some of its longer tentacles towards the water also helped.

Huffing its displeasure, but acquiescing to the demands, the wolf walked over to the pool and tossed the cecaelia in, allowing it to dive down into the depths and out of sight before resurfacing. From dry land it watched each of the octopus-like beings for any other instances of armor, or as Oobleck had just dubbed it, Masque_._ Seeing none, or just the mask part, it blew some air out through its nose. Reaching to a ridge along the top of a gauntlet it severed a piece of its armor and tossed it into the water near its target, who snatched it up quickly.

The rest of the cecaelia noticed the force nearby and the lack of interest and decided to resubmerge into the waterways of the spring. Once they were out of sight the wolf turned and seemed to sigh. It followed Oobleck to the Bullhead and approached the crate that had been dropped.

**/**

"I've finalized the details." Adam Taurus said as he walked into Cinder's office. His arms were crossed under his chest with his sword cradled in the crook of his right arm. His mask still covered the upper part of his face, not that Cinder minded. If she needed to humor his tiny sense of mystique she would, so long as he continued to get her the support of the White Fang. That is, until she was able to keep them under her thumb with power alone. "I have the information on the next unveil by Atlas. Three companion units for Huntsmen called 'Geodine'. Specially bred Caucus Wolves, approximately the size of a horse. Armored like paladins."

"Interesting…" Cinder sighed as she took the offered datapad and looked over the contents. "They could be quite useful if someone within the fang was able to break any conditioning the dogs have…" She looked to Taurus expectantly, and he nodded. "Good. When is the unveiling?"

"Within 24 hours." Adam pulled a piece of paper out from the front pocket of his cloak and handed it to Cinder. "From what the mole said they have been sitting on the date for a week now, the decision was a snap choice. It's going to happen in Beacon's front square near the founding monument."

Taking a deep breath in through her nose and out through her mouth the huntress took a moment to think about logistics. Carrying out a raid in the full view of the public, in front of Beacon no less, would be a show of force which could cause even more unrest in Vale. Doing so would further delegitimize the control of Ozpin and Ironwood, but also give them the chance to save some face.

_The main event will be the tournament. That remains the goal. _Gritting her teeth a moment she scrolled through the documentation a bit more. _But… If we want to get our hands on these mutts we'll need to do it now. If they plan on parading them around and then hiding them in a kennel there won't be a chance to broach a supply line. _

"Find a few of your best men for shock and awe… But don't do anything without my word." She smirked and the corner of her lips arched up at the possibilities. She didn't have her usual man behind the wheel, but she could fix that soon enough. Hell, she might see about getting him to make his return in a bit of style… Torchwick always did love his appearance. "We might get a chance to kill three birds with one stone. Find the exact time and send the info to me."

"Yes Sir." The faunus replied, inclining his head slightly before turning and approaching the exit of the room. Before he opened the door he turned to face Cinder again. "The mole still hasn't been found, but we're clearing the ranks as we speak. We'll find it."

Cinder's bemused expression didn't change and she didn't even look up from her scroll, making it clear that it was time for him to leave. Taking the hint he exited fully, more than aware that he shouldn't return until called to do so. As he walked down the hall of the old building he saw a young woman with brown and pink hair make her way to Cinder's office. He arched a brow at the sight but didn't offer question, he had learned quickly enough that Cinder's associates were easier to deal with when mollified.

**/**

The beowolf was used to maque-armor, but it wasn't used to _armor._

The bullhead atop Forever Fall's tallest cliff still hadn't moved from its position as half a dozen Atlesian techs affixed metallic plate armor to the outside of its own masque. The plates were being sealed on top of its existing armor with some malleable substance, the mixture heating up before cooling and completely hardening.

From its perspective the humans were doing something incomprehensible, but from Oobleck's perspective standing in front of it, the process made total sense. The plates being added weren't huge, just large enough that they could fill the odd striations and dips in the grimm's armor. They were being cut to size and shape on the fly as necessary, but despite that it made the wolf look more like a mechanical creation of Atlas.

"How large are the other Wolves?" He asked the man in charge, a Lieutenant Kang. "Largest domesticated breed, but at their longest are seven feet. Nowhere near as tall in the arms, proportions completely different thanks to the adaptions of the grimm. Disguise seems…Potentially problematic."

"Only slightly smaller, thanks to some alterations made to their development." Kang replied, opening a scroll and handing it to Oobleck. The professor could see that the wolves were in fact larger than the average man by a noticeable margin. They were definitely closer to wolves in appearance than the beowolf did as of current, with defined muzzles and a mane of fur just behind their neck which gave them surprising volume. "The armor will help fix the contours of the beowolf's body, from there blue paint will be applied, the same as the Atlesian emblem. Minor modifications will be made en route to Beacon."

Within a few minutes the final adjustments were made, and Oobleck had to admit that it was looking good. He had no idea whether having reinforced steel gave the beowolf any particular benefit over its masque but it most definitely did make it less conspicuous. The chest and the area behind its neck had been built out to be more wolf-like, and the area around the helmet formed to be identical to that of a wolf. It looked like it'd had marble poured over its body, and the result was a fairly ethereal looking creature much different from the sharp angles and gouged lines of the fresh the wolf had just made.

After being shown the image of the Wolves the grimm fell on all fours, rear legs making a bizarre cracking noise as the joint inverted. It took a few steps in a circle before walking away from the congregation of soldiers. Flexing its muscles it went from prone as a 'wolf' to standing as a beowolf, hands flexing out from the 'paws' they had been formed into, the legs snapping into the appropriate angle. The metal shifted, curled to the new form, and didn't restrict the beowolf in its movements too much. The fact it sat on top of the masque dulled any real sensation of discomfort either.

Walking back on two legs the Lieutenant and professor the beast inclined its head to show that the covering was acceptable. Once it was seated on its haunches a blue band was placed over its eyes which completely dulled out the redness without preventing it from being able to see.

"Good. Tell it to walk as a wolf once we arrive in the city. We don't need anyone getting spooked." The man turned and walked into the carrier, motioning with his fingers for the crew to clean up and pack. "Expect orders from the general. He's not doing this for free, especially not after what happened when the thing rampaged through the city."

**/**

Team RWBY on one side of the table, team JNPR on the other. They had been seated like that for a while, neither really speaking up.

Today was the day.

Outside the noise of festival preparation was able to penetrate the usually quiet library. In the past few days dozens and dozens of people had arrived on Beacon Plateau. Some were setting up the temporary hotels for the hundreds that would soon be arriving in droves, others were setting up the grand stand and the tournament rings, still others were civilians who arrived early that wanted to see the construction of the even themselves. Every hall of the old castle had a foreign throng or the noise of construction from within and without. All but the library, which was deserted. They were working on a tight deadline, and so now was the deadline for teams RWBY and JNPR coming to a close.

Ozpin had given them two weeks in the beginning, a period of time which most of the members of the two teams thought was more than generous. Now he had cut it down to a week 'by necessity'. He had told all eight of them that the next week would be more important than previously thought, and that since team RWBY had come to their decision 4 days prior, while JNPR hadn't reached a consensus, the time was now to through their lot.

Pyrrha was understandably upset.

Jaune at the end of the day would go with Pyrrha since he was the most uncertain about what was going on, though Nora and Len were now decidedly in the 'stick with RWBY' camp. Anything which directly affected the team in this way required 100% approval, however, so they were stuck at an impasse.

There was some change… Pyrrha no longer believed that the Beowolf was responsible for what had happened, the video had proven to her otherwise, but that had only given her more questions. Now she was stuck on practicality.

Ruby was having none of that.

"_Look_," She implored, splaying her fingers on top of the table. "just because we don't know who the woman is doesn't mean we have to be afraid. She saved the wolf from _death_, and while we might feel sick that people had to die, it wasn't the-" Ruby looked around to make sure that the library was still as empty as when they arrived, then continued quietly, "beowolf's fault. It probably doesn't even know this woman!"

"We don't _know that._" Pyrrha countered. "You started teaching the thing," she glanced pointedly at Blake, "because it had already started to learn. Because of a scroll and expensive tech. It _must_ have come into contact with someone before. That person is willing to kill when it isn't needed in order to protect something _less than an animal_. She isn't killing to protect a loved one, or themselves even, they're killing because they have an excuse."

"How is that any more likely than mine?" Ruby asked, bewildered, throwing her hands up into the air.

"Jaune?" Blake asked, imploring the leader of team JNPR to hopefully talk some sense into Pyrrha. "What do you think?"

"Uh." Jaune raised his hands, trying to block the expectant glances tossed his way. "I've just wanted all of us to be able to talk. There has been a lot of shouting in the dorm room in the past week so I thought this would be the best way to try and reconcile. Which is why I called Yang."

"Why don't we go see the big guy?" Nora proposed, flicking something from her finger at the open window. "I stood right beside it and it didn't try and take a bite out of me and I've gotta say I look the tastiest of all of us."

"As much as I'd _love_ to fulfill that wish, it would be quite a bit faster if you waited here." Ozpin chuckled as he turned around a bookcase and approached the group of eight. With his eternal mug of something or other in one hand and a scroll in another he nodded to each member of the two teams. "It is coming back from isolation today."

"Is that wise?" Pyrrha asked, her brows furrowing as she stood from her seat. "People are starting to arrive for the festival events during the week, there will be more eyes than ever on us and everything that's going on."

"Even more the reason to have more security." Ozpin said in a manner which the two teams thought to be far too cheerful. "With current events as they are we cannot have huntsmen in the farthest reaches of forever fall to look after a docile creature. We're bringing them back, and they're taking the beowolf with it."

"But-" Pyrrha spluttered, trying to understand how that logic worked.

"It won't be hiding in the forest Miss Nikos, I can assure you that much." The headmaster countered, setting the scroll down on the table. "Ironwood has devised a way of helping save face for his military. While not useful for the academy itself, it _does_ give us a chance to relocate your Grimm closer to home."

Pyrrha was about to snatch the device but Ruby's superior speed allowed her to grab it and dash to the opposite end of the room. Holding the screen up she read over the contents quickly, pausing on a few notes which seemed a bit outlandish. Eventually she walked back to the table and summarized it for her group.

"They're going to disguise a Beowolf… As a really big wolf… And then show it off to the festival-goers." She grumbled, unsure if she believed that this plan was an actually serious effort. There was a diagram of a comparison of a beowolf approximately the same size as theirs in the same prone position as a Caucus wolf, and comparing them, then showing what the fake would need to wear. "Uh."

"Could this even work?" Yang asked, snickering. "I mean, yeah, but _still_. They're going to show it off in front of a crowd of a thousand people and just pretend there isn't a walking, text-to-speech-ing, grimm under there?"

"Nobody would suspect it." Blake admitted, scratching her head a bit. "And if we were to tell it what to do it could probably fake it."

"Does a soulless being need to imagine people in their underwear to get over fear of public speaking?" Ruby asked before grinning at Yang, who matched her expression.

"So it's going to look like a giant wolf?" Nora asked, a grin on her face. "I would look the coolest if I had magnhild in one hand and the reigns to a giant wolf in the other, I'd be like some sort of warrior king in those old books, slaying grimm while riding a fracking grimm it'd be so cool-"

"When will it be here?" Ren asked, his finally speaking cutting off the other noise as the others were just as interested (barring Pyrrha).

"Within the next few hours, if all goes according to plan." Ozpin motioned towards the exit of the library and smiled. "They will stop off near the monument and transfer the wolves there. The choice is probably to garner a bit more attention before they officially announce the display. Again, it looks fairly likely that Ironwood is using this as a time to improve the appearance of his military. Keep your eyes peeled in case you need to act… Hasty actions had never been his strong suit."

"Uh, yes sir!" Ruby said, saluting the headmaster and standing. "Uh, we'll get ready, won't we?"

Looking pointedly to her friends she was pleased to see that Pyrrha was willing to at least come along to see what exactly was going on. The gladiator seemed to be distracted by something else entirely. The seven of them stood and made their way to the exit, Pyrrha stopped for a moment by Ozpin.

Jaune waited near the stacks and looked back to see what was wrong, but found that Pyrrha was following now with a resolute look in her eyes. He smiled at her and received a slightly strained one in return. He thought it was the stress of decision-making.

_Remember, _Oz had said,_ you either follow a friend now or lose them later. Don't risk falling behind when you could be standing in the fore with them._

Ozpin took a long sip of his tea before taking a seat at the table the eight were sitting at moments before, and tried to think back to the time when he had been told that himself. When he had been told that himself, at this very table, by someone who by now was dead in all but body, but still walked among the living.

_And now I ask him to keep children safe… I wonder how much is left of Taiga is left in Deio?_ Ozpin grimaced as he tasted his over-steeped tea. _Enough that if he knew that I was hiding suspicious material and presenting the state of affairs as anything less than suspicious he would put me through a window._

The headmaster was certain that the general was testing fate. The question was _why_.

**AN:** Taiga Leeroy Fri is an anagram of Fiyero Tigelaar (AKA the Scarecrow in Oz) for those of you who like to know what the names I come up with mean. Also, PLOT POINTS AW YEEEEAH.


	14. OLD (NON-CANON) Chapter 20v2

**AN:** As said in the uploaded chapter 19v2 this chapter is no longer going to be used in its current state with the new chapters being cooked up. V3, destroyer of writing! Some of this might be used regardless, but we'll see. For now, 20v2 (that's right, the second writing of chapter 20) will be entombed here.

The Vytal festival was probably the single largest carnival on remnant when it came down to the academies getting together, and it showed. As Team RWBY set foot on the main road out to the cliff they could see large pavilions being erected. One for each of the kingdoms; Vale, Mystral, Vacuo and Atlas. They were all strikingly different and quite large enough that hundreds of people could peruse through the different stands and not feel cramped.

Beacon itself didn't need a locale since it was being hosted on their grounds, but the other academies of the kingdom had their own stands to tend. To facilitate that a cluster of arches and spires had been crafted in a style very similar to Beacon's own. Arches rose to keep the stands dry in case the souring clouds above decided to start bleeding rain. Spires looked like they were simply aesthetic, though the empty alcoves looked like they could hold some torches.

With time to spare, and having not seen the construction of the pavilions before the group approached from one of the side entrances, slipping past workers moving various materials likes boards and signs to and fro.

"This wasn't here this morning, was it?" Ruby said in wonder as she marveled at the construction. It looked like it was made out of old stone, cracks, moss and all. "How long does it take to make these things? They're _huge._"

Blake reached out and touched one of the walls and felt around until she found a thin seam. Using a nail she was able to trace the razor-thin gap for a little ways to either side. "Feels like they made it somewhere else then cut it to pieces to transport it here…"

"Seems like an awful lot of work when they could make something more lightweight." Weiss 'hmphed' as they walked through another hallway and found themselves in what looked like a courtyard. "And… I now see why."

From outside the seemingly scrambling structure it was impossible to see, but the arches actually had stained glass set into them, not stone. Looking up from the clearing various tapestries could be seen made out of that glass. One showed a dragon sheltering figures from its flames as it set formless shadows aflame just outside the city limits. Yet another showed a team of four people holding up crystals of what they could assume were dust.

There were many tapestries showing man, that dragon, as well as various other regal figures who were impossible to differentiate. The colors were dull thanks to the poor light given by the stormy sky but the images were still clear enough to appreciate.

"Liking what you see?" Someone said, approaching them from the front and motioning for them to step more fully into the large circular area just underneath the arching glass. Yang looked forward to see a woman in a dark pea coat and slacks with a surprisingly warm smile on her face.

The four stepped forward a bit as Ruby's head bobbed up and down swiftly, her face split into quite the grin. "It's really cool! I didn't know that that would be there, I've never even seen anything like this before!"

"The architects make sure that every new layout for the 'Château Froids' has a different placement of the stained glass." The woman explained as she motioned up towards the artwork. "This year they had the idea to put it all in one place as to condense the building. Normally it's actually quite wide, and not very tall."

Yang scratched her head for a moment before speaking up, "So that's glass?"

"Stained glass is an ancient technique for creating art dating back to the founding of Vale, though to date only a few pieces of original work from the time still exist." Blake recited with ease. "But these must be recreations of the originals, correct?"

"Correct," the woman nodded, "the originals are far too fragile to be moved to a place like this. The best we can do is create similar pieces with modern glass-making techniques."

The group of four hummed for a moment as the woman looked between them. "Ah, I should probably introduce myself. The name is Gige – sounds like Gi, written like Gi-geh – Soole. I'm a member of the Valean council and today sort of an exhibitor. If you have _any_ questions about the pavilion I'm your source."

The four nodded and the woman inclined her head politely before walking towards a man with a clipboard, a bit of bounce in her step.

"That woman…" Yang mumbled, drawing the attention of her teammates.

"What's wrong?" Weiss asked, concerned, though that was quickly laid to rest.

"She has a 100 strand Fishtail conch spiral." She whispered in near-reverence. "Taxes go into that woman getting one of the most difficult braids in the world put into her hair by a professional on Vieux Street in the north end." When nobody said anything the blonde shook her head and met Ruby, Weiss and Blake's eyes one at a time. "The configuration of her hair masterpiece is worth over a hundred and twenty dollars, let alone craftsmanship-."

As Yang continued to ramble on Ruby shrugged at Weiss. "She isn't too big on clothes or shoes, has a thing for some of the 'Achieve Men', but the only thing she really, _really_ likes is hair."

"Duly noted." Weiss said flatly though the corners of her lips curled up in a smile. The smile grew even more when she saw Blake pulling Yang by the collar away from the direction of the woman so that they could check out the rest of the art before the Wolf arrived.

**/**

Kang was surprised by how quickly the Beowolf solved the problem of exclusion from the pack.

Caucus wolves, much like any other natural canid, were very selective of who they let into their small packs. Usually they needed to be young and female to be even considered, let alone ancient and not even of the same species.

The wolves were well over a meter tall and 250cm long from muzzle to rump, making them easily the largest of their kind, bred specifically to be lone hunters against grimm not requiring the support of a human. They were about as long as the grimm was when it was prone, but not nearly as tall. Their armor had already been applied with armor having been applied along the spine and chest, and also along the top of the snout down to the nostrils.

Faced with creatures which shared a fairly similar profile to the Wolf, the professor noted that these animals needed far less armor to protect themselves compared to a beowolf. _No doubt a response to the fact that they have their aura to protect them… _

Kang began speaking but Oobleck was lost in thought. _That hypothesis is lacking. Does the grimm need armor? 'Flesh' of grimm quite resilient to the effects of blade and dust normally, sufficiently powerful lesser grimm need nothing to block a blade. Is a Beowolf's armor for redundancy's sake?_

"Sir?"

"Apologies, repeat if you would please I was lost in query for a moment." Oobleck replied wearily, shaking his head. Collecting himself he spoke at his normal breakneck speed. "Or not, need Beowolf to prove that it is not Caucus wolf in order to avoid standard territorial behavior when member of different pack approaches such as but not limited to cannibalism."

"Ah. Yes." Kang shifted from one foot to the other. "These wolves are tamed but maintain their instincts. If you would-"

"Say no more." Oobleck walked up to the beowolf which was prone and looking through the window at the napping animals. "Stand."

The Wolf glared over at the human for suddenly commanding it but acquiesced. It rose to its full height, now eight and a half feet tall with the changes to how it was able to stand. It towered over Oobleck and had to lean forward to keep its head from touching the ceiling. As it did so its joints inverted and moved so that they changed from the forearms and legs of a wolf to more humanoid limbs.

The malleable material which the officers had put over it to seal the scent of a grimm flexed like rubber over the shifting limbs and muscle. The pieces of plating which had been put along the back to simulate the Caucus, or change the shape of the legs, did move a bit. They now hung as quite awkward protrusions, definitely not the natural growths from before.

All in all, definitely _not_ what they had groomed it to look like. Maybe not grimm either, as the eyes were still covered and it didn't quite look like a beowolf.

"Caucus remember by scent. If they see a humanoid first, the association will be permanent. Least chance of territorial display, no need to show off to non-Caucus." The professor explained with a circular motion using his left hand. "Good pets for children, had three."

After entering the room it took the grimm all of five minutes to get used to the two others, and vice versa. It could sense the auras of the two wolves and found them remarkably similar to those of humans.

Now prone and on all fours like a wolf it was able to mingle with the other two in the open room without any grumbling or growling. The two animals were remarkably calm from what it could sense, even more so than sleeping humans (or those that slept in RWBY's dorm when it had spent a night on the roof). It was somewhat refreshing from the emotional turmoil of humans.

Eventually that same turmoil reached it through the walls of the room, which surprised it. More surprising was when the floor started to lower down.

The whooshing of air filled the room as the platform they were all standing on dropped still lower. At its full extension the wolves, beowolf, lieutenant and professor were standing on a broad platform extended down from some flying ship. Looking around through the space between the floor and the edge of the airship the beowolf could easily tell that they were flying over Vale.

Which seemed a bit odd since it had thought they had landed a little while ago. It remembered getting off the bullhead and stepping into some large room with other bullheads, but though that was somewhere on the ground.

Turns out it had been wrong.

It followed Kang and Oobleck to the very corner of the platform and looked down at the ground below. The reason for the sudden flux in emotions became quite clear when the sight of Beacon academy met its eyes. Far below the pavilions which had been erected were now seeing some visitors. There was a light rain which had dispersed people from the main thoroughfare so the beowolf could only guess at numbers from the people loitering around outside.

From below it a host of positive emotions were wafting up. Joy was chief among them, something which puzzled it. Happiness was a common enough emotion, usually some sort of pervasive and consistent baseline to humans which weren't too strongly emitting feelings of sadness, anger or envy. Joy, on the other hand, was something which was usually found in short supply. The sort of emotion which it didn't know the characteristics of aside from its different scent. It was rarer, and based on its current prevalence, probably had something to do with congregations.

It noticed the wolves approaching from behind it and turned its head to see their eyes fixated straight forward. They marched to the edge near to where the beowolf was and sat back on their haunches, eyes focused on the lieutenant.

Hearing a rise in the noise below the beowolf looked back down. People started to stream out of the pavilions, some obscured by the rain protectors they used, collapsible circles on a stick from what it remembered. Their eyes turned upwards, many becoming excited with what they saw. The beowolf was fairly certain it was not the origin of the good feelings so it tilted its head slightly.

After a moment of waiting a part of the crowd began to separate, a broad circle forming. Flashing blue and red lights ringed the circle and then turned green. Without warning the wolves leapt from their places towards the ground a couple hundred feet below.

Concerned, it looked to Oobleck, who was only motioning for it to do the same.

A bit surprised that they were just going to drop a grimm in the middle of the crowd it hesitated before the images of RWBY forced it to take that step off the side.

It took a while to fall and as it did the intensity of the emotions of the humans started to increase steadily. A few seconds before it hit the ground a sudden burst of shock hit it broadside. The sound of the wolves hit the ground at the same time, letting it know that they probably hadn't been expecting this.

Landing much more heavily than the wolves that could mitigate the force with aura, combined with the puddle it fell on, meant that a sudden spray of water heralded its collision with the ground. There was some swearing and a few sputtering voices, but the sentiment remained more shock and interest than annoyance. Looking up, though the faces immediately around it were a bit displeased, but the people behind them were craning their necks to see what was going on.

Pulling itself up from the crouch but remaining on all fours it turned to see where to go from there. The canids shook themselves off and immediately walked towards the tall, somewhat square-like building not far off. They walked calmly through the crowds, leaving the perimeter and breaking line of sight.

It seemed a bit suspicious, but the beowolf had little choice. Before it could move it was immediately flanked by four heavily armed soldiers. They held their weapons at their side but had an air which made it clear that they would use them at any moment if they thought they needed to. They marched forward in a box formation around the beowolf who trudged along to match pace.

From the center of the perimeter set up by those men it was able to peek at the crowd. Scanning left and right it was able to watch the body language of the people and keep an acute awareness of the emotions around it. More intrigue surrounded it than anything, a bit of confusion here or there. Overall, however, people were happy to watch the beast get chaperoned through a crowd of umpteen dozen.

It was a somewhat relieving experience, though it was suspicious as to why. That aside, it was actually quite pleased.

Walking between humans without an immediate response of fear, anger, or a whole host of less savoury emotions was a bizarre experience. Though they were held back by the presence of the men guarding it there was some certainty in its mind that the people would have tried to reach out to it. Something about that would have insulted it before, being equated to some sort of pet. Given the circumstances though that was a bit of a benefit.

It'd much rather be treated affectionately by those that would be shepherds than with suspicion or contempt.

As it passed by a man who was wrapped up quite heavily it scented a bizarre smell. It had no effect over it but it was quite distinct from the regular scent of man, and was quite as repulsive as the aura of dust. The man also emanated a feeling of cunning. He had planned something, and something akin to anger was coursing through him now, like hatred but more pointed.

It ignored the man, uncaring about his intentions and even then unwilling to cause a fuss surrounded by humans, well-liked at the moment or not. It didn't know what was going on but was fairly certain that any number of humans near the place that trained people to become shepherds were dangerous.

Disappointment and confusion echoed behind it, from the same man, raising even more suspicion from the Beowolf. Unable to do anything directly it just lifted up its head and looked back the way it came. The man was already gone, merged into the crowd, but it did get sight of particularly bright eyes.

Red was not-so-subtly following it from behind, as was Yellow and Black. White was somewhere off to the side from what it could tell… It blinked at the fact it _knew_ that as opposed to just inferred it from the fact the other three were there. It looked around the other side to see if White was somewhere nearby. She was, but only once she came into view, some annoyance pouring off her at being forced to push her way through like a common urchin scrambling for scraps.

_What?_

Shaking its head it faced back forward and continued to match pace as they approached some sort of building with open sides. A tall ceiling rose quite high above with lines of white lights tracing out a word...

'Atlas'.

Looking back to the front a raised platform that would sit just above the average man's height had the other wolves sitting atop it. Hopping onto it from a range the guards hadn't been expecting it landed about midway on the stage it approached them, only to get cut off when a black-haired man in a white suit stepped in front of him.

He was instantly placed as the man with bizarre emotions weeks ago just before it had been sent to the cliffs.

**/**

Ironwood was silent as he looked down at the blindfolded eyes of the beowolf. He had the distinct sensation that the Grimm was looking him in the eyes. Reports he had received seemed to prove this thought, that as well as what he had just seen of it looking back at team RWBY. Doctor Stein had come up with that hypothesis, but the fact that he was correct opened more questions. Questions he intended to have answered by the end of the event.

Motioning for the Grimm to follow he lead it towards the rest of the wolves, aware of the fact that the wolf didn't follow his heel, and instead walked beside him.

"You're position is between the two others, look alive." He said in a measured tone, well aware that there were people close enough that they would be able to hear him speaking to what they thought was a wolf as if it were human. He didn't expect it to perfectly understand, but he had learned enough about it that he was sure it could figure things out. Ironwood held a grip on the beowolf for now, and he would make use of it while it was tight.

When the beast nodded, or bobbed its head, Ironwood resigned himself to being impressed with Belladonna. Much of the information he knew now came from what she had accomplished. The amount of vocabulary she had taught wasn't clear, but the fact the beast could understand commands such as that was a commendable feat by the instructor.

He stopped, testing this, and watched as the wolf loped towards the dais between the two real canids. Again he was forced to observe the abilities of the grimm. It moved like a Caucus, a breed that only lived in the highlands of Atlas, meaning that it had learned how to move in the short time it had spent with the real thing. It was an impeccable weapon, and perfect for what he needed.

**/**

"I finally get a breath of fresh air after being stuffed in that shit-hole and I get to strap myself right into the first cramped piece of metal I find. Of all the rotten…" Torchwick complained as he tried to get comfortable in his seat. Crossing his legs and putting them over one of the lower monitors he pulled his bowler hat forward over his eyes. "Thanks anyways for the break-out hun, just try to time it so I don't get locked in another trash can right after. Or get me earlier so I get a break. Either one really, just don't leave me to rot for an inconvenient amount of time."

Neo, whose face was visible on one of the side monitors, glared slightly. She glanced off to the side and gritted her teeth before regaining her serene composure and nodding.

On the monitor beside that one Cinder's face blinked on, her smug grin filling the screen.

"If you fall asleep on the job again you're going to wind up in the Citadel again." She menaced cooly, eliciting a peeved snort from Torchwick. "Though this time they might just put a bullet in you and be done with it."

"You want a dead super-mutt. I can deal with a dog, big or small." Torchwick dismissed as he pulled the rim of his hat down an inch further. "What's more of a problem is that you want to do this in the middle of a large crowd of kids." He made a mocking concerned tone and lifted his had all the way off and crooned; "What if we crush a few brats under our feet on landing?"

"Then clean it off the legs of the Paladin." She said dryly. "Which I'm sure the faunus girl will be doing with her blade if you continue to act cocky."

Making a 'tch' noise the wanted man tossed his had so it hooked over the image of Cinder before bringing his hands behind his head and grumbling quietly to himself. _She's right though. I thought the kid was gonna open up my chest for a moment there. Might want to deal with her inside the Paladin, or make sure she doesn't have any more clone tricks up her sleeve. _

Frustrated, he scratched the sides of his hair where they brushed his ears before leaning back forwards and flipping a few switches on the control panel. The display came to life as the external cameras and a few feeds from operatives they had at the even filled what were before dead screens. A few diagnostic screens opened above his head which he only glanced at to make sure the readings were green, not caring about the fine details.

What he focused more wholly on was one he expanded to the full screen in front of him. It was a video feed being streamed from in the Atlesian pavilion. It showed a throng of people waiting in front of a stage while three giant dogs were waiting near the middle of it. It was an official stream being hosted by the Vale News Network and was a hell of a lot clearer than the grainy ones being sent by their operatives.

Zooming in on the one in the middle Torchwick took a moment to examine the target. Aside from it being much stockier than the others and looking somewhat machine-like it was hard to tell what exactly set it apart. The White Fang trapper said that it was 'immune to hysteric compounds', whatever that meant. Torchwick would have chosen it for the fact that it looked a hell of a lot meaner.

That and the fact it had been walking around blindfolded. That meant that you could gouge its eyes out or otherwise blind it and it would still kill you. That was horrifying, but also very useful.

"I hope your clones are half as rowdy as you look to be big guy…" He murmured, finally sitting up straight. "If not, I'll have squished all these kids for nothing…"


	15. OLD (NON-CANON) Chapter 21v2

**AN 02/11/2015: As stated earlier, this is the second run of chapter 21. This is no longer valid, as it would conflict heeeeaaavily with what is going on in Volume 3. This is fanfic, but I'm not going to reinvent the wheel with plot. Most of this is side-story, so to keep everything so it gels with the volume stuff, this has been moved to Echoes of the Howl. **

**AN:** Lots of perspective switches here with the way the chapter is set up. I've tried to keep it really clear when it's going to be from a perspective, so the main three perspectives are team RWBY, Torchwick, and the White Wolf. Some of the changes in perspective will be swift, sometimes they'll be more drawn out, both as the scene demands it.

**/RWBY **

"I wonder what they did to make Wolfy look like that…" Ruby murmured as she hopped in place to peak her head over the crowd. The team was trying its best to try and push closer to the stage but was having minimal luck. The entire crowd was shifting on its own making it hard to make much headway, and all too easy to get moved to the back.

"'Wolfy'?" Weiss repeated, snorting a bit. "Why?"

"Well, we haven't given it a name yet." Yang quipped, herself rocking onto the tips of her toes. She could just barely see over a few of the heads but was still struggling a bit. "We can't just keep calling it 'wolf'."

"I still feel like we could do better than that." Weiss countered, struggling for a moment with the urge to hop up herself. Being one of the shortest of the group meant that she was unable to see anything unless she parroted Ruby's ridiculous actions.

"Heyo, fancy seeing you four in a crowd like this!" Sun called as he and Neptune appeared beside the group. "What's up?"

Weiss and Ruby shared a glance, half reluctance and half grin.

**/BEOWOLF**

The beowolf lifted its head when Red and White suddenly popped above the crowd, their stark hair suddenly a fair ways above the throng. Pulling itself up from laying down it was forced to tilt its head in confusion when it realized that suddenly Red and White were approximately twice their regular height. The reason for it became quite clear when White let out a bit of a shrill scream when she and a man the beast didn't recognize leapt some height into the air.

Embarrassment was the strongest emotion coming from her as she and the faunus male landed back on the ground, though once they were safely there it was replaced with sharp irritation. Red then caught its attention with her waving her hands wildly over her head. It would have replied more generously to the display but with its arms in the configuration of a common dog it was hard to make any reasonable response.

The moment was lost when the lights above slowly began to dim and the people slowly began to quiet. Anticipation rose in waves, along with some anxiety for others. Curiosity as well, tinging almost all of it. A veritable garden of human emotions, the White Wolf noted, with very little negativity. More calm than when they were waiting for the arrival, but no less excited. Perhaps even more, though the Beowolf had no idea why that would be the case.

Soon a human's voice echoed from all directions in a fairly disorienting display. For some reason despite the fact that the beowolf was focusing it was wholly unable to figure out what was being said. No human nearby matched the words, and there was some sort of bizarre distortion which was grating on the grimm's ears. Like the distortion through its scroll, but amplified several times and shouted through a cave.

Grumbling quietly to itself it kept its eyes on the canids on either side of it while also trying to find any human nearby with a sense of purpose. Hell, even if the animals had a sense of certainty that would be at least somewhat reassuring.

**/TORCHWICK**

_And as the Over-programmed GPS spoke the nations' diabetics died of blood-sugar values in the tens of trillions. _Torchwick mused as the saccharine voice of one of Atlas' AIs began explaining what all would be on display for the tech show. He never quite understood how they could maintain that silly accent with the condescending tone without pouring coffee over into its system. _Three years of the same shit. Either it's too costly to try and steal, too costly to maintain, or too much of a pain in my ass to try and find someone that knows how to work it. _

It was true, Torchwick was one to keep his net broad when it came to 'business' ventures. He hadn't found the construction blueprints and tuning settings for Paladins by _accident_, that much was certain. He waited and he plotted, and as cliché as he had to admit that sounded it had worked wonders for him in the past. It would continue to do him well in the future.

And thusly, something like the Atlesian Military Technology Institute, or AMTI, was quite interesting to him at the best of times. Even with the grating voice.

"_Today, as with all years, we at AMTI are pleased to show the newest developments in Tech across all sectors. Each year this ranges from that which will be a convenience to those in the home, at work, or in studies, to that which will help secure and expand our borders against the common threat of the Grimm."_

The voice continued on, but Torchwick ignored it as the opening schpeel was always the same. The AI would go on at length about how Atlas was 'for the people of the world', and 'combatting the universal threat of the grimm'. It was exhausting, so he instead checked their current location.

According to a map which grew out of the corner of the main monitor they were just now crossing over the Emerald Glades heading west towards Beacon. On time, but cutting rather close on their arrival. They had taken some extra precautions to make sure that the sensor dome Atlas had set up wouldn't pick up on them as they were flying in. They had stolen some software IDs in case someone flew by, but it wouldn't stand to any particularly sophisticated scrutiny.

_And that's why _**_I_**_ handle these things, not the hothead and her kids._ Torchwick chuffed to himself. Too late for that now, he guessed, not that he had any choice in what was happening thanks to his imprisonment. _I really should demand more shit of them, but Cinder's the one with that Taurus' horns squarely resting in her lap. Scoring with my men when Atlas is hanging so low would be a bit too high a risk for my blood. _

Glancing back to the stream he tuned back in some ginger girl stepped front and centre. _She looks familiar… _He leaned forward in his seat and peered at the display. It took a moment before the memory rose and he snapped his fingers in realization. "Ah! That's the one from the docks, how could I forget? She sawed two bullheads in half with a laser."

_Oh-ho? This explains that_, he thought as he turned the volume back up. _What's your secret, and where can I get it?_

**/RWBY**

"Is that Penny?" Ruby asked, surprised, when she saw the young woman. "What's she doing here?"

She was soon answered by the sound of the announcer continuing to speak.

"_Meet Penny, a young woman who could be mistaken as a member of any of our great kingdoms. She has excelled in her studies and is as of current the only individual with a perfect average on the 7 combat tests administered throughout Remnant, at all graduating levels."_

The pause was immediately filled with sounds of astonishment and suspicion, which Blake also emitted in the tone of an uncertain 'hmm'.

"Whoa, Penny's a bit of a badass." Neptune said, corner of his mouth tilting up.

"Yeah… Not that badass." Sun murmured and shook his head. "It's impossible to get a perfect average on the tests. They don't have upper bounds, you could score a hundred million points if you could last that long."

Neptune, along with all of team RWBY looked to him, and then to Blake for verification.

"Aw c'mon, I don't button up my shirts, doesn't mean I don't know anything." The monkey faunus complained, rocking from foot to foot for a moment as he poked Neptune for doubting him. "I took one of them when I first arrived at Haven."

"_Penny didn't break a sweat during any of this even though, unless someone is carrying a toddler around, she's the youngest of all you in attendance."_

More doubtful sounds were made, including several 'what's and 'impossible's. Team RWBY was silent, though Sun whispered a quiet 'bullshit' under his breath.

Weiss would have echoed that in her mind if she hadn't caught sight of 'Wolfy' looking a bit stiff. It was kind of hard to see it now that Penny was in the way but the Grimm was large enough that it could still be seen almost looming behind her. 'Wolfy' could be seen distinctly staring in her direction, now in a much more responsive position than before, as if it were ready to leap.

"_The reason for this is that Penny is quite unlike all of you. Penny is, in fact, not human as you might know it, as she is the most sophisticated physically bound Artificial Intelligence crafted to date by AMTI. Rigged within a physically accurate human-styled chassis and powered by one of the most efficient Dust reactors in the history of mankind."_

**/BEOWOLF**

_Kill it before it kills you. _

_Unnatural. _

_Demon. _

_Liar. _

All sorts of warning bells were going off in the beast's mind as it watched the thing which was not Human. It reeked of Dust to an extreme which it had not been prepared. It had eventually gotten used to that stench when it had been tinkering with the street-light weeks ago, as well as when the Bullhead had been flying around its head, but the sheer potency…

The 'Object', as the Beowolf decided it was, was fueled by a particularly precise sense of fear and repelled by an only marginally weaker sense of shame. Its head was tilted down, and its eyes probably pointed somewhere towards the ground. In that way it was quite probably mimicking what would be human quite well.

But it wasn't human.

Something about that sat front and center in its mind and all attempts it made to understand its emotions and its appearance were laced with that contempt. Or something similar at least once it took a deep breath and looked away.

There was something more important to it than the fact it wasn't human, it was sure of this. As it stood and paced in place for a moment and cast its eyes about it realized that there was something a lot more wrong with the current scene in general.

It didn't mind the humans.

It minded the fact it wasn't human

It didn't grudge humans their feelings.

It grudged the 'It' for mocking them.

Which was odd. It remembered not too long ago being called to act against humans for their state of mind, though the last time the pull was strong enough to _make_ it act was far beyond memory's reach. Now it was mostly indifferent to humans so long as they were not antagonistic to it, or unaware of its presence.

But something about this effigy of man was somehow infuriating to observe, and nauseating to behold. It made it want to act on ending its existence for no reason other than to end that affront.

For a moment that made it wonder if this was the same pull that weaker grimm had to butt their heads against the walls that humans erected to build their cities. It could hardly imagine something as simple as a brick wall causing similar anger but then again it hadn't thought that some simple recreation of a human would bring it the closest it had been in a while to 'murder', if 'murder' was an appropriate term when breaking apart something lacking a soul.

**/Torchwick**

"_Penny has a full suite of abilities which would rival or surpass a natural huntsmen or huntress to-be, and any skills which cannot be fully programmed can be learned just as a human would learn them."_

Torchwick was silent as the woman continued to wax on and on about the abilities of the 'next generation combat platform.'

He wasn't silent in that he was disappointed or excited per se. Unwilling was a better word for it. He stole _things_, not people. Explicitly even, he did ransom jobs when it suited him, but he never took whoever he had managed to 'relocate' permanently. Hell, only people he particularly disliked wound up in an abandoned housing complex behind locked doors where nobody would find them. And even then, he's always bargained down.

_As much as I do love flirting with the possibility of being recaptured, that's not my style._ He thought, glancing up towards where Neo's face had been on the monitor minutes earlier. _Make those kinds of mistakes only once, Roman. People don't forget some repeat offenders. _

"_The main arsenal used by Penny is a combination of free-floating blades and wires called Corda. These are what she uses for an outstanding effective range, having the ability to both strike close by hand and at a distance by manipulating those cords."_

As she spoke the young woman shifted around and from her back rose a fan of ten blades which spun around behind her back lazily. They crackled with light for a moment as arcs of electricity jumped from blade to blade and along the strings in a fairly visually striking display. The woman remained unmoved, Torchwick noted.

**/ RWBY**

"Penny's a _robot?!_" Weiss hissed, just as surprised as the rest of them (bar a particularly embarrassed looking Ruby).

"Uh. Yeah." Ruby mumbled, trying her best to look interested in the light show as opposed to looking guilty. "Who knew?"

"You knew?!" Weiss nearly shrieked, incredulous. "No wonder we-"

"Hey, shaddup!" Ruby shouted back as she leaned over to cover Weiss' mouth before she could say anything more. The sudden change in weight caused Neptune to shift himself to try and accommodate, though he was already too late. "We don't need anyone-"

Before she could finish her sentence she found herself being tossed to the ground. Letting out a yelp she tried to wrap her hands around Weiss to keep herself from falling only to tear her from her own more stable perch atop Sun. The two, with Neptune in tow, landed summarily on the wet (but fortunately not muddy) ground.

**/ Beowolf.**

On edge, angered beyond reason, but in control, the Wolf waited out the showing of the 'It' patiently. It had rankled a bit when it saw the blades but had retained an outward appearance of calm, and after she had drawn her blades and cut through some metal with them she was escorted off quickly enough.

Once 'It' was out of sight the Grimm relaxed considerably, though it was still acutely aware of where exactly 'It' was. Something about it made it easy to spot, like a human enraged with jealousy and pride, and just as easy to track.

Now with more of the droning on of the 'Not a Voice' the Grimm was able to peer over the tops of the crowd to see what exactly had happened to Red and company. It had caught a glance of them, or at least half of that bunch, when two of them made a rather noisy descent out of view and presumably to the ground.

Confronted with a rather large supply of human heads to look over it almost gave up before it tried, and then it found them. With the same bizarre certainty it had as to the location of White before it had seen her earlier, it knew the heading of the team.

A bit to the left, a bit to the right, further up the crowd… It was like sniffing out a scent from the air, though in this case it was more like an internal compass was being read as opposed to having to really _search_ for something. Within a few seconds it was able to see the same hair, though standing out a bit less, a fair ways out. Two heads were looking at each other, the White one bobbing up and down slightly while the Red one was tilted down slightly with a hand scratching at the back of the neck.

White was annoyed with Red while Black and Yellow were mostly amused.

Or something similar, it was hard to tell if the rough guess was worth anything when it couldn't tell with definitive sense whose emotions in a pressure wave of hundreds belonged to exactly who. It would be like matching autumn leaves to the bare branches of a tree in the middle of Winter, a game of incredible chance.

But: White was annoyed with Red while Black and Yellow were mostly amused. That was fact. The Beowolf continued to grapple with that, as it continued to seem like a bizarre statement.

Whatever 'grappling' it would need to do would have to wait, it found, because from the ceiling came three spotlights, one shining down on each of the wolves. The pedestals started to shift up a bit as a large blue and white cage lifted over the stage, the sudden noise and movement not surprising the other beasts in the least.

Far above its head the words 'Combat Example' were rendered in a hologram, and three Paladins were lifted up from under the stage through panel slots and their lights flickered on. All looked normal.

Then an air siren louder than anything the Grimm had heard in its life went off, and the Paladin front and centre activated its external lighting to show an outline of a White Fang logo covered with the shadow of a top hat.

"What, weren't expecting me?" Called a snide voice from that same machine. "You all know how I do this, you all really shouldn't be that surprised."

And hell broke loose.

**AN:** Obligatory naming note, Pinocchio, Pinno, Penny. Corda is Italian for strings/cords (according to WordReference).


	16. OLD (NON-CANON) Chapter 22v2

**AN:** (November 2, 2015) As stated before, this is the now-defunct second run of this chapter. This is to accommodate the release of Volume 3. If you have any questions about the run of the plot in this plot line which will not be expanded upon, please ask! I'll be happy to answer them.

**AN:** Originally, this was supposed to include the stuff with Ruby and the wolf. Then I realized I hadn't updated in a month. So I'm putting this up now for y'all to read. The transitions here are seamless, which is to say they're back-to-back without time change.

**/** **BEOWOLF**

Aggression.

Standing on all fours and on the ready the Grimm stared at the Paladin, who almost seemed to be staring back. Unable to stand on its rear legs it felt like it was at an awkward disadvantage, and that forced it to rock side to side in anxious excitement.

It had come into conflict with Paladins before, one with a dead one and one with a pair trying to tie it down for a huntress to strike a finishing blow. The more recent memory during its attempted escape forced it to heel to a sense of caution. It couldn't move into a more mobile stance in the full view of the humans so it needed to either kill this thing now, or move it elsewhere.

"_What, nervous? Aren't you some sort of superdog?" _The voice mocked, and though the venom was interpreted correctly the exact jibe was lost on the beowolf. _"And don't the rest of you think about moving, I don't want to have to get someone to buff out the dents if one of you kids slide underneath."_

As he spoke mechanical soldiers starting lining the side of the cage and pulling out their rifles, sights trained on the modified mech. Before they could do much more the other two paladins shot over in their directions, breaking through the cage and knocking the tin soldiers aside like toys. As the cage broke the electrified pieces tumbled to the ground in a crackling heap scattering metal and sparks every which way.

Before they could reach the crowd a large translucent gray shield was erected over them by four Paladins who rushed on-scene from the outside, the fragments now only feet above the people below. Unable to move, they were forced to watch as two of the enemy paladins easily suppressed the approach of the automated soldiers.

They weren't free for long because the two Caucus wolves leapt into the fray, tackling the two paladins to the ground with immense force, slamming them to the ground for a moment before they were kicked off by a white-hot grid which blazed into life on the outside armor. They yelped and jumped back, their auras flaring to life.

While its allies started their part the Beowolf decided it would be best to do the same. It rushed at the center paladin at the same speed that the others had only to find it moving significantly faster, easily dodging to the side. Lining up a punch the Paladin landed a strike on its broad side with enough force to crush the side of a semi.

**/Torchwick**

The felon expected the beast to crumple from that first strike, not recuperate mid-air. The wolf rolled in the air, coiling in on itself to land on its feet and drop into a defensive stance, something Torchwick admitted was impressive for anything that wasn't a damned cat. He relaxed the controls of _Flicker_, his personal Paladin, taking the moment to scan over the beast.

_So that's why they want it. _Torchwick thought as he upped the Paladin's force output by a notch. Near his ears there was chatter from the White Fang about their attempts to harass the Atlesian army and prevent them from dropping more support. They sounded like they were struggling, but holding. He didn't expect much more from the dogs so he was actually quite pleased.

That moment of distraction was enough for him to lose sight of the wolf, which disappeared in the moment his focus had waned. Scanning across his monitors he saw the wolf behind him, creeping low while seeming to analyze it from underneath its blindfold.

Rotating the accelerators along the 'feet' of _Flicker_ and firing them while simultaneously swinging around the cockpit to give himself a burst of speed while minimizing the strain on his body. Suddenly moving significantly faster than before he expected to catch up with the Caucus in a heartbeat.

Not so, to his surprise.

By the time he had rotated it was already accelerating at a fair clip to stay just out of range, exiting the cover of the pavilion and dashing out onto the fields of the cliffs. He slid the accelerator further and was about to fire from the main arm cannon when an alarm rang at 8 o'clock. Glancing at his side monitor he saw a restraining tether being shot his way and flicked his arm to block it and redirect it, and as the cord struck the flat part of _Flicker'_s arm it bounced off harmlessly. Not giving the defense a chance to aim a second time he blitzed off the side of the stage and made chase.

Refocusing on the wolf Torchwick readied his arm-mounted machine gun and took aim, knowing that with the current bouncing that he would be missing the vast majority of the shots. Paladins were for flat surfaces, or semi-flat surfaces, not bumpy grass. The problems with using a heavy civilian protection unit off-road.

**/Beowolf**

The sound of bullets flying behind the sprinting beast made it speed up just a bit, its arms and legs shifting slightly to be less like the foreign canid legs and more like its normal ones. Now bounding a lot more than before, and able to focus on strong pulls less often it stabilized its speed and maintained a fair margin ahead of the speeding mech.

As it was running, ground giving way under fingers with the force of its own weight seeking purchase against the ground, its mind was less focused on the potential for injury so much as on the increasing distance between it and the humans.

It was trying to find a place far enough away that it could combat the machine with its full strength while still being close enough that if it needed to return to the pavilion to deal with the rest of the machines.

A hissing noise forced it to rotate mid-bound in order to keep an eye on the machine, only to see it not directly behind it now, but moving parallel at high speed.

**/Torchwick**

Roman didn't know if the wolf realized that moving onto a flat surface like the center road it had just led him onto gave the Paladin the edge, but he wasn't going to not make use of a golden opportunity.

Launching a harpoon from a modified compartment near the chest he aimed to maim by shooting for the 'mane' on the back of it. The harpoon was hooked so that it would pierce the skin of the beast and hold it down, but not kill it right away. The guy from the Fang had specified a particular tooth be removed, which was frankly _disgusting_, and there was no way that Torchwick was doing that. He'd get the whole head, if anything, he was not getting out of the paladin to stick his hand in a giant mutt.

The spear-like object was launched at a blinding velocity, and made direct impact with the hump of flesh right at the base of the beowolf's neck. Torchwick immediately threw on his brakes and reeled the line in to try and force the caucus to stop. This was part convenience, part necessity since he was fairly certain that it wouldn't be long before the Fang would bug out and he'd be left with the Atlesian military riding his ass.

The wolf had already stopped moving before he had come to a rest himself in the Paladin, so there was a rather gross-sounding tearing noise and then a harsh tug.

Closing his eyes at the sound and grimacing, Torchwick swore under his breath before looking around on his monitors for where the beowolf was, or where its pieces were with how gruesome the noise was.

_And I am never using the harpoon on something not made of metal ever again. _He thought, frowning, as he glanced around. _Now where's the poor bastard?_

**/Beowolf**

For a being that had never worn a piece of clothing in its entire life the sensation of the outer matte Atlas had put on getting torn off was a godsend.

Prone near the ground and huffing with relief as the feeling of air channeling along its back, neck, and across part of its torso the beast was quite content, though not unaware of the fact that it had something to do.

Even so, it wasted precious moments pressing the fake muzzle towards the ground to smell the refreshing scent of rain on grass and moist soil. 'Wolfy' was feeling just a little bit grateful for the moment, and hadn't realized how bizarre the sensation of that rubbery stuff was on its body. It could have rolled around on the ground like a common animal if not for the feeling of a human poking around with curiosity nearby.

Pulling itself up and off the ground it shook slightly when the rain that had only just pooled on the smooth contours of its pack slid down to the ground, or got caught in the bizarre texture of torn silicone. Standing at its full height now, limbs reoriented and arms rolled into their proper position, it took deep breaths in through its nose.

_Calm._

Rain and grass and soil. It could handle that. All memories of the 'It' and its current predicament were temporarily sloshed aside as it enjoyed being able to breathe without being surrounded by humans or cocooned in a costume. There was, for now, only it, the four points of knowledge far behind it, and an adversary.

When the Paladin turned to face it the beowolf didn't even move. Instead it waited for the machine to move, which it seemed to hesitate in doing.

**_/Torchwick_**

"What the fuck." Was all Torchwick had to say. "What the _fuck._"

Staring at the monitor Roman saw something wholly bizarre in his view. The wolf, which had looked like a wolf, was now standing up like a man. And it looked like a fair chunk of its flesh had been _torn off_ to show a completely different body beneath it. Unlike the matte grayish color, that which looked like plating underneath looked almost bleached white.

"Did some guy in armor get stuffed inside? No, that's not even possible, it was a _wolf…_"He cut off his mumbling when he saw that the blindfold had fallen off the wolf's head…

No… The Grimm's head.

It took barely a moment for Torchwick to realize that the entire mission was fucked from the start.

_I can't fucking kill a grimm and take a piece of it back with me, they just turn into ash! Is this all a fucking waste of my time? Did Cinder know this?_

He felt his anger rising, but was otherwise unconcerned. He personally had no connections which had ever put him face-to-face with a… _Thing_ like that. He knew enough though, you could kill them just like you could kill anything else, with enough blunt force trauma and a sufficient supply of bullets.

Rolling his shoulders and flexing his fingers around the controls on either side of him he tried to ignore the fairly unsettling calmness that the monster had, the consciousness it seemed to have in its stance, the passivity it regarded it with.

_I can leave it behind. I don't need to trouble myself with this, Atlas can handle it, or any number of the kids. They cut these things down all the time…_

The dark green displays suddenly lit up red with a warning about something incoming at high velocity. He glanced at the screens showing what was heading towards him and had to do a double take when he saw Red flying towards him and the Grimm at some ridiculous speed he hadn't seen before.

_Right on time! She can do her job, and I can head back into the city and put Mercury's head between my boot and a reasonable curb to get him to answer for sending me on this wild-goose chase. _

He opened up the throttle and hammered it in the opposite direction from Red, intending for her to meet up with the Grimm and deal with it herself. As he peeled away he kept his eyes on the rear-view monitor, eyes carefully keeping track of the immobile beast and the steadily-approaching blur. His eyes were caught on the two for a moment.

_Shit._

Rotating the torso of _Flicker_ but keeping the lower half going the same direction he raised the mounted machine gun a second time and took careful aim at the stationary (but relatively mobile) grimm. Taking a deep breath he pulled down on the trigger and heard the dull sound of the gatling gun turning and the cooling fluid starting to hiss.

The tracers on the bullets flashed and he saw the beast shudder for a moment making him think he'd at least injured it. Rotating again and quietly cursing himself he looked up to see Neo's questioning gaze. Torchwick's face immediately soured.

"It can outpace a Paladin." Was all the explanation he gave. "I don't need it scratching the paint."

**/Beowolf**

'Wolfy' was more than happy to let the machine run away in the opposite direction from where the people, and RWBY, were. The hail of bullets sent in its general direction seemed a bit unnecessary but given the fact that it had been punched by the force equivalent of a semi traveling at highway speeds it was willing to tank a few anti-armor rounds and call things square.

Content, it spent a moment watching the cloud of mud and dirt get tossed up by the red and black machine as it peeled off. Behind it could hear the noise calming below the large structure, so things sounded like they were being cleaned up there. All in all, things were OK. It could wait for a bit.

"IF YOU DON'T GET OFF YOUR REAR I WILL _DRAG_ YOU AFTER TORCHWICK." Bellowed the Huntress,


	17. OLD (NON-CANON) CHAPTER 29

**SUPER AUTHOR'S NOTE:**

I was mostly finished this chapter before I saw the preview for this coming episode. I'm posting it now because it might be OK with whatever happens there, but I might move this to Echoes if I don't like how this is going to gel with the Amity stuff that's going to be revealed tomorrow.

So, long story short: Don't get too attached to this chapter, it might be gone tomorrow (as in moved to Echoes of the Howl).

Also, Woohoo for 100k words!

**Chapter 29: Kingdom**

**Penny:**

The android fingered the loop around her neck, drawing a digit along the black cord until she reached the sharp edge of the pendant. She was standing in the waiting area for the finalists, biding her time until she knew who exactly she was going to be fighting. She was in a bit of a pleasant mood, still buzzing a bit from her playing with the Beowolf. Neither needed sleep, though Penny required some diagnostics before the next match started, so they were able to jump around until the early morning.

Before she had left the Beowolf had given the necklace to her, and she was happy for it. She hadn't ever really received a present from anyone, not that she expected gifts or anything. And even though the Beowolf's gift was a bit strange, she was still more than happy to accept it.

It also gave her a chance to do something with her hands. She knew that people tended to fidget and such, and she had received some critique for her… Well, rather robotic mannerisms. Notably, being absolutely still.

_But now, I can fiddle!_ She thought to herself, rolling the fang between her fingers, glancing down to look at the roughly inch-long piece of bone. The cord was pulled through a hole in the tooth length-wise, meaning that the sharp inner edge was parallel to her chest. She held it up to inspect for a moment, wondering at the sharpness of that edge.

In the corner of her eye she could see Ciel eyeing her with a strange look on her face. Penny was used to seeing a sort of blank look from the human. She tended to be rather quiet and prim, her voice being a bit too flat for Penny's liking. But right now, she was looking a bit… Sour?

She turned to ask but saw that the girl was looking only at the necklace, her lips slightly upturned even in her professional façade. Before she could ask the randomizer above announced that she was going to be fighting against Pyrrha Nikos. Penny felt a surge of excitement and bounced to her feet, beaming out towards the ring.

Before she could go anywhere Ciel stepped forward, her expression souring noticeably as she held out her hand flat. _I'd Hoped she had Forgot._ Penny thought, pouting a bit as she pulled the necklace off and carefully bunched the cord. She placed it in Ciel's hand and looked away, unhappy that she couldn't take it with her.

Regardless, she stepped out onto the walkway that would take her to Pyrrha. She still smiled, happy to be able to spar like this. It wouldn't be as much fun as light night, she was sure about that, but it would still be fun to practice with the famous Pyrrha Nikos! Regaining her smile, she marched on, wondering whether or not she would be able to see Ruby again after. Maybe the Beowolf too.

**Beowolf:**

The Grimm was standing in the apartment with a finger inside its mouth. Its maw was wide open as it prodded the top right fang at the front of its mouth. It felt fine, and applying force didn't do anything, so it would probably be fine. It didn't bite many things, and its mouth was mostly for huffing at people, so it really didn't need any of the teeth in its mouth… But it maintained the mouth all the same just in case.

So here it was, filling an entire bathroom and leaning down to try and see into its own mouth. The washroom was large, but certainly not meant for people the size of the Beowolf. At its height it couldn't see its head in the mirror if standing, so it had to crouch down to see into its mouth.

Everything looked normal, or so it assumed since it had never had used a mirror before to look into its mouth. Of course it had seen itself before in water and when it had wandered into the washroom before, but…

Growling low it decided it wasn't worth contorting into some shape to be able to see better.

It might have been hasty for it to use one of its own teeth, but it wasn't like it had many choices. When it had given the cecaelia at the falls a shard of its own armor it had done so without any real time to prepare, so a piece from its arm was all it could think of. For Penny, it had seen before that some humans wore animal pieces around their neck, so it made sense that a Beowolf's tooth might be considered similarly fashionable. Despite the rather large leap in logic, and completely unaware of the fact that giving someone your _teeth_ for a present is incredibly _bizarre_, it had managed to extricate one of its own, then loop a thread of sinew through it that it took from its arm.

Njala had, upon its return, commented on the fact that the Beowolf was lucky the girl was an awkward robot, else the gift would have been promptly rejected, probably with some screams of terror. It had brushed these claims off, not understanding how a necklace like some other humans had was some sort of great affront. What it didn't realize was that if a human had tried to pull a stunt like that it would have been excruciatingly painful and they would have been forced into a medical ward with psychotherapy.

But for the Beowolf, those mortal concerns were below it. Or above it, depending on your perspective. This still left it with a question it never really answered itself; just how quickly could it heal? It had been several hours since Penny and the Wolf had split ways and the damage it had done to its mouth was easy enough to fix, the tooth simply formed and hardened. The incision in its arm wasn't bad, it healed rather quickly as well because the Grimm didn't naturally have sinew in the first place, the red void on the inside carrying out the complicated tasks of locomotion. So now, it was fine.

Fine, that is, aside from the hole in its back.

It had exposed its back to the android in order to give her a handhold in its fur. That worked just fine, and it didn't really feel the weight as it had been jumping and leaping around, but it was starting to cause a bit of a problem. It wasn't really worried about being attacked, its hide was still plenty strong to be able to deal with some rogue assailant.

But human emotions were a completely different issue.

At any one time the only parts of its body which weren't armored were the areas next to its ears and the cracks near the neck or arms which allowed for more fluid movement. That was enough that when Yang had broken someone's leg the emotions in the coliseum had it salivating. Right now, with its entire back open to the feelings of humans it made things a bit dangerous.

Plodding down the hallways the Grimm looked at the TV for a moment, contemplating, before turning it on with the remote, as Blake had taught it. The screen lit up with the stage that was down below and it eyed it for a moment to figure out who was fighting. Judging by the profiles it could see that it was Penny and Pyrhha and it paused. It had fought Pyrrha before and hadn't found her a terribly arduous opponent, so it had been surprised when she made it to the finals – despite the fact that Ruby and company seemed to think that was an obvious outcome.

It took a seat on the couch and could hear the creaking complaint of the wood under its weight. It ignored the noise and kept its eyes trained on the TV, wondering who exactly had the advantage. It had not had a chance to fully spar with Penny, but it was fairly convinced that she was stronger than Pyrrha. She was certainly more hefty, but was able to leap and bound considerable distances from a crouch. It had seen her blades near the end, and the way they moved was hard to follow, so she seemed like a complicated opponent, the sort that would catch you off-guard.

Its ears twitched under its armor when it heard a commotion outside, the noise from below traveling up. For some reason it took about a minute for the TV to catch up to what was going on outside, so the Grimm tended to watch from the observation deck as opposed to the big screen.

The sound was muted, it had been from when Njala was occupying the room during its outing and the Beowolf didn't know how to turn it on so it watched in silence, catching the odd noise that filtered its way up through the coliseum. Pyrrha proved herself to be an effective fighter, performing feats which the Wolf saw as patently absurd. Jumping off of one of Pyrrha's swords? The very theory of it was ridiculous, but the Grimm would have to admit that it had seen humans to stranger things before.

Penny's blades seemed to move on their own, another human absurdity that it had seen the night before, but not to the extent it was visible here. They moved about the place in fluid motions, acting as if each blade had a mind of its own. They didn't individually seem too dangerous, the slow and deliberate way they moved, but the Grimm knew not to pass judgement until the match was over.

It was watching Pyrrha have her weapons get knocked away when it heard a crunch from outside, like metal being shorn by metal. It was immediately followed by a wave of shock, strong enough that the Beowolf could feel its expression curl into a snarl behind the armor. It stood, ignoring the screen as it slunk over to the observation deck to see what the ruckus was about. It slid down the corridor and the screens came alive, showing an aerial view of the scene.

It glanced at one and saw a very different situation from before. Pyrrha, unarmed, standing a short distance away from the dismembered remains of one Penny. Her legs were facing a different way from her torso, her arms cast aside like trash, blades piercing the ground. It ignored the sight for a moment, stepping up to the window and looking down at the carnage below.

What it had seen on the screen was accurate, and the palpable shock was humming in the air. Tension was high and the Grimm knew what was coming next. It had seen the result of humans seeing another of their kind with a leg broken, but a murder? It would only be a moment before they realized what they were seeing, if the shock was anything to go by, and when the reality of the situation settled in it was likely that the results would be…

The Grimm gripped the railing against the window tightly, the metal giving way under its hold.

It knew, without a doubt, that with its armor not complete it would have no resistance against laying waste to the people below.

So it was only a matter of time. It was far beyond being worried about what was going to happen to Penny now, uncertain as it was of the fate of Machines that were injured like she was. She didn't bleed, so it was possible that such damage was not terminal, it was impossible to tell. And it wasn't worth forcing thought, so it turned all its thoughts inward. It pondered, in the same way that a man falling to his death asks, whether or not this is the end.

The emotions that rose through the ground felt like it was standing in a cauldron of water, and a fire was being stoked underneath. At first there was the horrified realization, it spread like wildfire, tingling against its armor but scathing its back. It burned, but was nothing it hadn't felt before. The metal under its hand keened further under the grip, squealing like some animal and it could hear a distant door open and shut.

Before it could do anything to warn the person to stay away, the fear it.

If the anticipation had been fire, the fear was a cold nothing. It felt the shock roll away like a wave as more and more people realized what they were looking at. Even as the shock slipped away the Beowolf could sense the rising tide, and it waited.

The peace was a mere illusion, it was pretending it couldn't feel anything while the humans below worked themselves into hysteria. It was old, it had learned to ignore things, to live a life devoid of humans for the sake of preservation. It _could_ wait this out, it _could_ resist temptation, it _could_—

When the first child in the audience began to wail, that peace was shattered. Humans are strange things like that. In the face of the most obvious of atrocities many can remain stoic, their expressions unwavering and cold while they fight desperately with their emotions, their own need to remain upright in the storm.

But all it takes is a moment of weakness, or someone who doesn't understand. Someone who cannot pretend that their entire life isn't crumbling in front of them and will never be the same. The Grimm knew that feeling, had felt it before when it had crushed lives under its heel, when it had been a monster beyond recognition which had thrust children into adulthood, when one chooses to be unnaturally, unnecessarily cruel. It is that moment when people realize that the world cannot be ignored, that their bulwarks and their 'it won't happen to mes' fall to pieces.

It's like learning mortality all over again. Like realizing you're helpless. That god doesn't remember your face. Like the devil has its hand around your throat.

And to the species who could feel too much of this alien hemlock, it was like being force-fed meth through the eyes, like being skinned in a pool of ice, like being flayed on a bed of needles.

It's what turns the 'it' into something much more dangerous. It's enough to turn a man mad. It's enough to turn a man sour. It's enough to make a wolf forget that one day in the summer it had given up murder to learn. It's enough to make that Wolf command genocide from the gates of hell.

**A Creature Grimm:**

It waited.

And Waited.

And Waited.

And Breathed.

It took in the scent of thousands of men, women, children, the enfeebled, the strong…

It tasted blood in the air,

Fear, anxiety, disgust.

A man faints, his children cry.

It sticks a tongue as black as night and ridged with blades out into the air,

It can taste it, the shearing of flesh from spine.

The mortal horror – the children soft and malleable, crushed like rotten plums

It breathes.

And breathes.

And waits.

For a more opportune moment, a more… _Intimate_ entrance.

From a height, to be seen and feared.

To find a body like a corpse, to tear them,

_Eat them_,

Spread their gore like water,

Bathe in filth,

Feel the disturbance.

There was no human here that could stop it.

No gun, no blade, no hope, no _death_.

It could leisurely carve their bones from their flesh,

Pull through the seams of man,

Hang them like puppets,

Remind them.

_Remove_ them.

It breathes again.

It can taste it,

Sweet, sweet slaughter.

Like humans pick fruits from trees,

The Grimm will take souls from Flesh.

Render the mortal,

Reclaim it.

Silence the suffering, the sweet ache.

It inhales.

It exhales.

It stands, it leers, it throws its head back in ecstasy.

What glory is in passivity?

What _dishonor_ is pleasure?

It inhales.

It closes its eyes.

It licks its lips.

It pulls its hand free of the metal.

And then… It heard.

A voice, spoken softly, for it.

It turned, it saw, nothing.

Cold, silver eyes.

Sparkling Gold.

Humble Black.

Proud White.

It exhaled.

The clarity returns, unbidden. 'It' is still the monster, 'it' would cleave a man in twain, remove his lungs and feast on drowned air. But it was awake. It regards the nothing with an upturned muzzle, with dead eyes. It asks the question of Oblivion, a question it cannot hear, and it does not know.

There is no response, from nothing, for nothing.

Silver Eyes.

It inhales.

In the dark, dark pits of its heart, an ember catches, lighting a flame in its chest. Of rage. Unbidden emotions not kin of a monster well up, and it snarls at the void, to see a woman with a metal arm and dark eyes. She looks down at it, dismissing it, her face a mask of disgust. She leans down, as if speaking to a child, down at the laid-low Beowolf.

Her words are muddled by the short distance, as if the tones and the letters got lost along the way, but something sticks out to it. Something cold, comforting against the fire.

Genocide.

The void collapses, leaving it alone. The clarity passes.

It's in the air, then it's not, it's standing, bathing in humanity.

**Ruby Rose:**

She could hardly breathe.

Seeing wasn't any easier, not through the tears. The display had long gone black but she could still see, behind her eyes, the crumpled body of Penny. Of – of her friend. Murdered. By her friend, by someone that Ruby trusted. She knew, she knew deep down that this wasn't Pyrrha's fault so she wasn't able to blame her but…

_Penny wanted to come here, she, she wanted to live with us._ Ruby sniffled and wiped away some of the rears. _She, she was supposed to be, but… She won't, she'll never get to… _

Her sniffles broke off into wailing, her body betraying her careful exterior, she cracked down the middle and she couldn't help the cold that was seeping into her skin. She felt like she was in agony, as if she was being torn in two. She could have _stopped_ this. She could have prevented any of this from happening, she could have stopped Emerald and-

Before she could drive herself further into hysteria she felt a hand on her back, a hand too large to be Human. She didn't respond, rolling desperately into a ball as she tried to keep herself together. She felt herself being picked up, being cradled in an arm as she felt movement, then was placed back on the ground. She looked up to see herself on the coliseum stage and looked around wildly.

She caught sight of the Beowolf, but it didn't… It didn't look right.

It was facing away from her, its head surveying the crowd, which had been driven to silence. In the distance they could hear fighting, though Ruby was too busy wondering how the Beowolf had managed to get down here without wearing anything to cover it.

What was strange was that it had red markings criss-crossing its entire body. She had noticed a while ago that it had very few, but now its armor looked like it was soaked red, stained after fighting.

After murder.

She felt some fear well its way to the surface, suddenly aware of the state of the crowd and herself. She scrambled for a moment before a sharp look from the… From the Beowolf pinned her to the ground. Her breath caught as it approached, pulling her up by a hand before covering her ears. She was about to wiggle free when she heard an inhalation of air that sounded like a get engine.

And then, she felt Amity shift underneath her feet, as if the entire coliseum were about to fall from the sky.

**World of Remnant: The Roar**

While the cries and roars of the Grimm are most commonly associated with Beowolves, all Grimm have the ability to create some utterings. From the most enticing lyre of the Mer to the positively catastrophic bellowing of a Behemoth, the range and intent of each is different. For the Mer they use their silky voices just as legends of yore describe, to pull the unwitting to a watery grave, while the Behemoths use their own cry to rally Grimm for attack. Each call seems to have some purpose, though even with the expanded observation techniques devised in Vale, there are some sounds which aren't understood.

The creep, for example, makes a guttural noise which is quite distinct, but does not carry. It neither carries a threat of attack - beyond the normal intent of a Grimm – nor does It seem to communicate with its kin. Furthermore, they make the noises even when humans or other provocations are not present, leading to postulations that they use their noises for some reason independent of each other.

But probably the most profound mystery among the Grimm and their vocalizations is that of the Beowolf's howl. Quite possibly the most iconic noise known to the public, the pealing and soulful howl of the Beowolf is infinitely more dark than the common Wolf, it is also the least well understood. In a particularly large group there is usually one Beowolf Alpha which will call the others to a location, sometimes for no reason at all. All Grimm that are part of its group – including lesser Grimm which are close by – will form up near the Alpha while it moves. This contradicts earlier assumptions which claimed that the Beowolves all used their howl to instill fear in humans before, or during, the hunt. This new data seems to imply that even though Beowolves are understood to be pack Grimm, they are not naturally inclined to remain together.

If the Alpha is killed and another Grimm does not take its place the group will dispand into much smaller cabals, some going entirely solo. As a single Beowolf is seen as not an imperative threat to the kingdom, or any well-equipped group of travelers, it could be that the Alpha has noticed that singular attacks are useless. So, to have more success in the future, it is thought that the Alpha will use its call in order to bring all Grimm nearby to it in order to maintain a small army. Strong Beowolves, particularly Old ones, have been seen to shepherd thousands of Beowolves at a time with a great din.

Many Grimm scholars have taken this to mean that during large assaults on Human or Faunus infrastructure, the main culprits are Beowolves and the Grimm which are pulled into the pack. For quite a long time it was thought that this type of beast was simply more aggressive than the others, like Ursa or Boarbatusks. In reality, it seems that the Beowolf is simply the most well organized group of Grimm in the wild, allowing them more success where disparate Grimm would fail.

**AN:** For those who were interested in the one-shot I did for this story, the events which lead down that path were based on Ciel never taking the necklace from Penny. I'll leave it to you readers to decide what that means.


End file.
